UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10‑Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2018~~March 31, 2019


☐	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	(I.R.S. Employer
incorporation or organization)	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)

Securities Registered Pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Exchange on Which Registered
Common Stock, no par value	JOE	New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: NONE

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 ☑ 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 ☑ 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	☑

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 ☑

As of ~~July 30, 2018,~~April 29, 2019, there were ~~61,295,299~~60,200,534 shares of common stock, no par value, outstanding.

Table of Contents

THE ST. JOE COMPANY

INDEX


	Page No.
PART I
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets - ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018	3
Condensed Consolidated Statements of Income - Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~	5
Condensed Consolidated Statements of Comprehensive Income - Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~	6
Condensed Consolidated Statement of Changes in Stockholders’ Equity - ~~Six~~Three Months Ended ~~June 30,~~March 31, 2019 and 2018	7
Condensed Consolidated Statements of Cash Flows - ~~Six~~Three Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~	8 9
Notes to the Condensed Consolidated Financial Statements	10 11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3. Quantitative and Qualitative Disclosures About Market Risk	56
Item 4. Controls and Procedures	56
PART II
Item 1. Legal Proceedings	57
Item 1A. Risk Factors	57
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	57
Item 3. Defaults Upon Senior Securities	58
Item 4. Mine Safety Disclosures	58
Item 5. Other Information	58
Item 6. Exhibits	58
SIGNATURES	59

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

THE ST. JOE COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)


	June 30,		December 31,		March 31,		December 31,
	2018		2017		2019		2018
ASSETS
Investment in real estate, net	$	339,457	$	332,624	$	364,715	$	350,994
Cash and cash equivalents		215,095		192,083		190,821		195,155
Investments - debt securities		14,202		76,245		9,817		8,958
Investments - equity securities		38,830		35,023		38,186		36,132
Restricted investments		3,406		4,469
Income tax receivable		1,651		8,371
Claim settlement receivable		5,360		5,280
Other assets		46,433		47,133		52,541		60,308
Property and equipment, net of accumulated depreciation of $61,631 and $60,697 at June 30, 2018 and December 31, 2017, respectively		11,670		11,776
Property and equipment, net of accumulated depreciation of $60,874 and $60,271 at March 31, 2019 and December 31, 2018, respectively						12,749		12,031
Investments held by special purpose entities		207,664		207,989		207,011		207,384
Total assets	$	883,768	$	920,993	$	875,840	$	870,962
LIABILITIES AND EQUITY
Liabilities:
Debt, net	$	59,166	$	55,630	$	77,792	$	69,374
Other liabilities		49,320		47,259		46,369		47,387
Deferred tax liabilities, net		49,087		48,983		44,522		44,315
Senior Notes held by special purpose entity		176,655		176,537		176,837		176,775
Total liabilities		334,228		328,409		345,520		337,851

Commitments and contingencies (Note 18)

Equity:
Common stock, no par value; 180,000,000 shares authorized; 65,907,822 and 65,897,866 issued at June 30, 2018 and December 31, 2017, respectively; and 61,842,662 and 65,897,866 outstanding at June 30, 2018 and December 31, 2017, respectively		424,736		424,694
Common stock, no par value; 180,000,000 shares authorized; 60,672,034 issued at March 31, 2019 and December 31, 2018; and 60,200,534 and 60,672,034 outstanding at March 31, 2019 and December 31, 2018, respectively						331,408		331,395
Retained earnings		182,033		154,324		189,447		187,450
Accumulated other comprehensive loss		(613)		(1,461)		(68)		(674)
Treasury stock at cost, 4,065,160 shares held at June 30, 2018		(72,463)		—
Treasury stock at cost, 471,500 shares held at March 31, 2019						(7,073)		—
Total stockholders’ equity		533,693		577,557		513,714		518,171
Non-controlling interest		15,847		15,027		16,606		14,940
Total equity		549,540		592,584		530,320		533,111
Total liabilities and equity	$	883,768	$	920,993	$	875,840	$	870,962

See accompanying notes to the condensed consolidated financial statements.

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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 ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018, 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~~March 31, ~~2017,~~2019, the 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.~~Origins Crossings, LLC (“Origins Crossings 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 limited guarantees discussed in Note 10. Debt, Net.


	June 30,		December 31,		March 31,		December 31,
	2018		2017		2019		2018
ASSETS
Investment in real estate	$	60,018	$	58,441	$	77,557	$	70,124
Cash and cash equivalents		3,507		5,084		4,763		2,113
Other assets		14,836		11,889		14,139		16,165
Investments held by special purpose entity		207,664		207,989		207,011		207,384
Total assets	$	286,025	$	283,403	$	303,470	$	295,786
LIABILITIES
Debt, net	$	50,294	$	46,783	$	66,360	$	60,262
Other liabilities		3,535		4,357		1,861		5,773
Senior Notes held by special purpose entity		176,655		176,537		176,837		176,775
Total liabilities	$	230,484	$	227,677	$	245,058	$	242,810

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

THE ST. JOE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands except per share amounts)

(Unaudited)


	Three Months Ended				Six Months Ended					Three Months Ended
	June 30,				June 30,					March 31,
	2018		2017		2018			2017		2019		2018
Revenue:
Real estate revenue	$	32,159	$	7,150	$	39,861		$	8,675	$	4,591	$	7,702
Resorts and leisure revenue		13,270		19,328		20,719			27,436
Hospitality revenue											7,431		7,079
Leasing revenue		3,094		2,842		6,141			5,398		3,506		3,418
Timber revenue		1,911		1,327		3,577			2,651		495		1,666
Total revenue		50,434		30,647		70,298			44,160		16,023		19,865
Expenses:
Cost of real estate revenue		2,954		3,614		7,122			3,945		1,833		4,169
Cost of resorts and leisure revenue		9,820		14,884		16,819			23,687
Cost of hospitality revenue											7,065		6,710
Cost of leasing revenue		842		798		1,666			1,467		1,066		1,113
Cost of timber revenue		193		238		406			395		141		213
Other operating and corporate expenses		5,010		4,154		10,955			10,334		5,968		5,946
Depreciation, depletion and amortization		2,271		2,032		4,527			3,985		2,111		2,255
Total expenses		21,090		25,720		41,495			43,813		18,184		20,406
Operating income		29,344		4,927		28,803			347
Operating loss											(2,161)		(541)
Other income (expense):
Investment income, net		5,981		14,303		9,646			24,658		6,046		3,665
Interest expense		(2,954)		(3,035)		(5,979)			(6,078)		(2,942)		(3,025)
Other income, net		243		328		520			4,063		1,698		277
Total other income, net		3,270		11,596		4,187			22,643		4,802		917
Income before income taxes		32,614		16,523		32,990			22,990		2,641		376
Income tax expense		(6,547)		(5,909)		(6,298)			(8,188)
Income tax (expense) benefit											(661)		249
Net income		26,067		10,614		26,692			14,802		1,980		625
Net loss attributable to non-controlling interest		128		150		260			330		17		132
Net income attributable to the Company	$	26,195	$	10,764	$	26,952		$	15,132	$	1,997	$	757

NET INCOME PER SHARE							��
Basic and Diluted
Weighted average shares outstanding		63,760,022		71,981,505		64,613,298			72,970,462		60,321,028		65,476,054
Net income per share attributable to the Company	$	0.41	$	0.15	$	0.42		$	0.21	$	0.03	$	0.01

See accompanying notes to the condensed consolidated financial statements.

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THE ST. JOE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)


	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
	2018		2017		2018		2017		2019		2018
Net income:	$	26,067	$	10,614	$	26,692	$	14,802	$	1,980	$	625
Other comprehensive income (loss), net of tax:
Other comprehensive income (loss):
Available-for-sale investment items:
Net unrealized gain (loss) on available-for-sale investments		321		745		(482)		4,650		799		(803)
Net unrealized loss on restricted investments		—		(4)		(9)		—
Reclassification of net realized (gain) loss included in earnings		(28)		(7,739)		1,050		(10,861)
Net unrealized gain (loss) on restricted investments										11		(9)
Reclassification of net realized loss included in earnings										2		1,078
Reclassification into retained earnings (1)		—		—		932		—		—		932
Reclassification of other-than-temporary impairment loss included in earnings		—		—		63		366		—		63
Total before income taxes		293		(6,998)		1,554		(5,845)		812		1,261
Income tax (expense) benefit (2)		(74)		2,835		(706)		2,394
Total other comprehensive income (loss), net of tax		219		(4,163)		848		(3,451)
Income tax expense (2)										(206)		(632)
Total other comprehensive income, net of tax										606		629
Total comprehensive income, net of tax	$	26,286	$	6,451	$	27,540	$	11,351	$	2,586	$	1,254

(1)

The reclassification into retained earnings for the three months ended March 31, 2018 relates to the adoption of Accounting Standards Update (“ASU”) 2016‑01 Financial Instruments - Overall, as amended (“ASU 2016‑01”). The new guidance was effective January 1, 2018, and ~~requires~~required 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 for the ~~six~~three months ended ~~June 30,~~March 31, 2018 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 was effective January 1, 2018, and ~~allows~~allowed a reclassification from accumulated other comprehensive ~~income (loss)~~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.

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THE ST. JOE COMPANY

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(Dollars in thousands)

(Unaudited)

Accumulated









Common Stock

Other

Outstanding

Comprehensive

Treasury

Non-controlling


Shares


Amount


Retained Earnings


(Loss) Income


Stock


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

—

—

—

—

—

887

887
Allocation of ownership interest in Pier Park Crossings JV

—

(490)

—

—

—

490

—
Additional ownership interest acquired in Artisan Park, LLC

—

297

—

—

—

(297)

—
Issuance of common stock for director’s fees

—

43

—

—

—

—

43
Issuance of common stock for officer compensation

9,956

192

—

—

—

—

192
Repurchase of common shares

(4,065,160)

—

—

—

(72,463)

—

(72,463)
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

—

—

—

465

—

—

465
Net income

—

—

26,952

—

—

(260)

26,692
Balance at June 30, 2018

61,842,662

$
424,736

$
182,033

$
(613)

$
(72,463)

$
15,847

$
549,540


							Accumulated
	Common Stock						Other
	Outstanding				Retained		Comprehensive		Treasury		Non-controlling
	Shares		Amount		Earnings		(Loss) Income		Stock		Interest		Total
Balance at December 31, 2018	60,672,034	$	331,395	$	187,450	$	(674)	$	—	$	14,940	$	533,111
Capital contribution from non-controlling interest	—		—		—		—		—		1,683		1,683
Stock based compensation expense	—		13		—		—		—		—		13
Repurchase of common shares	(471,500)		—		—		—		(7,073)		—		(7,073)
Other comprehensive income, net of tax	—		—		—		606		—		—		606
Net income	—		—		1,997		—		—		(17)		1,980
Balance at March 31, 2019	60,200,534	$	331,408	$	189,447	$	(68)	$	(7,073)	$	16,606	$	530,320

See accompanying notes to the condensed consolidated financial statements.

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THE ST. JOE COMPANY

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(Dollars in thousands)

(Unaudited)


							Accumulated
	Common Stock						Other
	Outstanding				Retained		Comprehensive		Treasury		Non-controlling
	Shares		Amount		Earnings		(Loss) Income		Stock		Interest		Total
Balance at December 31, 2017	65,897,866	$	424,694	$	154,324	$	(1,461)	$	—	$	15,027	$	592,584
Additional ownership interest acquired in Artisan Park, LLC	—		297		—		—		—		(297)		—
Capital contribution from non-controlling interest	—		—		—		—		—		64		64
Stock based compensation expense	—		28		—		—		—		—		28
Issuance of common stock for officer compensation, net of tax withholding	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, net of tax	—		—		1,140		—		—		—		1,140
Adoption of ASU 2016-01 Financial Instruments - Overall, as amended, net of tax	—		—		(696)		696		—		—		—
Adoption of ASU 2018-02 Income Statement - Reporting Comprehensive Income	—		—		313		(313)		—		—		—
Other comprehensive income, net of tax	—		—		—		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.

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THE ST. JOE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	Six Months Ended				Three Months Ended
	June 30,				March 31,
	2018		2017		2019		2018
Cash flows from operating activities:
Net income	$	26,692	$	14,802	$	1,980	$	625
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation, depletion and amortization		4,527		3,985		2,111		2,255
Stock based compensation		235		19		13		232
Loss (gain) on sale of investments		1,086		(10,861)
Unrealized gain on investments, net		(729)		—
Loss on sale of investments						2		1,078
Unrealized (gain) loss on investments, net						(2,049)		538
Other-than-temporary impairment loss		63		366		—		63
Deferred income tax (benefit) expense		(54)		3,488
Impairment loss on investment in real estate		99		—
Deferred income tax benefit						—		(550)
Cost of real estate sold		6,545		3,426		1,613		3,943
Expenditures for and acquisition of real estate to be sold		(8,288)		(5,021)		(7,085)		(3,045)
Accretion income and other		(1,038)		(1,899)		(361)		(524)
Loss on disposal of property and equipment		8		29		—		7
Gain on land contribution						(1,472)		—
Changes in operating assets and liabilities:
Notes receivable		(381)		(808)
Other assets		(157)		(2,657)		4,645		596
Other liabilities		2,184		14,093		(1,284)		(2,999)
Income taxes receivable		6,720		26,671		661		—
Net cash provided by operating activities		37,512		45,633
Net cash (used in) provided by operating activities						(1,226)		2,219
Cash flows from investing activities:
Expenditures for operating property		(9,659)		(15,646)		(8,834)		(3,914)
Expenditures for property and equipment		(1,252)		(1,271)		(1,182)		(590)
Proceeds from the disposition of assets		5,000		—		—		5,000
Purchases of investments - debt securities		(38)		(74,740)
Proceeds from the settlement of insurance claims						5,798		—
Purchases of investments - equity securities		(10,442)		(19,081)		(5)		(10,442)
Purchases of restricted investments						(23)		(20)
Sales of investments - debt securities		64,630		102,065		—		30,871
Sales of investments - equity securities		7,328		8,324
Sales of restricted investments						1,138		1,087
Maturities of assets held by special purpose entities		414		415		414		415
Net cash provided by investing activities		55,981		66
Net cash (used in) provided by investing activities						(2,694)		22,407
Cash flows from financing activities:
Capital contribution from non-controlling interest		887		141		—		64
Capital contribution to unconsolidated affiliate						(254)		—
Repurchase of common shares		(72,463)		(40,444)		(7,073)		(13,695)
Borrowings on debt		5,737		1,188		7,279		33
Principal payments for debt		(871)		(838)		(236)		(215)
Principal payments under finance lease obligation						(4)		—
Debt issuance costs		(1,158)		(20)		(21)		(27)
Net cash used in financing activities		(67,868)		(39,973)		(309)		(13,840)
Net increase in cash, cash equivalents and restricted cash		25,625		5,726
Net (decrease) increase in cash, cash equivalents and restricted cash						(4,229)		10,786
Cash, cash equivalents and restricted cash at beginning of the period		192,365		243,087		198,073		192,451
Cash, cash equivalents and restricted cash at end of the period	$	217,990	$	248,813	$	193,844	$	203,237

See accompanying notes to the condensed consolidated financial statements.

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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 same such amounts shown in the ~~statement~~statements of cash flows.


	Six Months Ended				Three Months Ended
	June 30,				March 31,
	2018		2017		2019		2018
Cash and cash equivalents	$	215,095	$	247,178	$	190,821	$	202,585
Restricted cash included in other assets		2,895		1,635		3,023		652
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	217,990	$	248,813	$	193,844	$	203,237

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


	Six Months Ended				Three Months Ended
	June 30,				March 31,
		2018	2017			2019	2018
Cash paid during the period for:
Interest	$	5,822	$	5,819	$	5,135	$	5,128
Income taxes	$	2,005	$	2,312	$	—	$	2,005

Non-cash financing and investment activities:
(Decrease) increase in Community Development District debt	$	(207)	$	73
Expenditures for operating properties and property and equipment financed through accounts payable	$	563	$	6,098
Non-cash contribution to equity method investment					$	(1,730)	$	—
Increase in capital contribution from non-controlling interest					$	1,683	$	—
Increase in Community Development District debt					$	1,371	$	15
Increase in expenditures for operating properties and property and equipment financed through accounts payable					$	336	$	818

See notes to the condensed consolidated financial statements.

910

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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~~ in Northwest Florida. Approximately 90% of the Company’s real estate ~~assets~~land holdings 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,~~hospitality, 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,~~2018, the Company’s ~~commercial real estate~~previously titled “resorts and leisure” segment ~~and leasing operations segment were combined into a new segment titled “commercial leasing and sales”. This change is consistent~~was retitled “hospitality,” 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 had 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.~~ presented~~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 isdeems itself the primary beneficiary. Investments in joint ventures (“JV”) and limited partnerships in which the Company is not the primary beneficiary are accounted for by the equity method. All significant intercompany transactions and balances have been eliminated in consolidation. The December 31, ~~2017~~2018 condensed consolidated balance sheet amounts have been derived from the Company’s December 31, ~~2017~~2018 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 ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 are not necessarily indicative of the results that may be expected for the full year ending December 31, ~~2018.~~2019.

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 entity. The Company consolidates VIEs when it is the primary beneficiary of the VIE, including real estate ~~joint ventures~~JVs 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

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included in the Company’s Annual Report on Form 10‑K for the year ended December 31, ~~2017.~~2018. 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~~2018 annual financial statements, except for recently adopted accounting pronouncements detailed below. 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.

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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 local and regional financial institutions, and as of ~~June 30, 2018,~~March 31, 2019, these balances exceeded the amount of F.D.I.C. insurance provided on such deposits. In addition, as of ~~June 30, 2018~~March 31, 2019 the company had ~~$9.9~~$7.0 million invested in U.S. Treasury securities, ~~$4.3~~$2.8 million invested in two issuers of corporate debt securities that are non-investment grade, ~~$38.8~~$38.2 million invested in five issuers of preferred stock that are non-investment grade and ~~two issuers~~one issuer of preferred stock that ~~are~~is investment grade, as well as investments of ~~$165.6~~$168.1 million in short term commercial paper from ~~twelve~~twenty issuers.

Earnings Per Share

Basic and diluted earnings per share are calculated by dividing net income attributable to the Company by the average number of common shares outstanding for the period. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ basic and diluted average shares outstanding were the ~~same and there~~same. There were no outstanding common stock equivalents as of ~~June 30, 2018~~March 31, 2019 or ~~December~~March 31, ~~2017.~~2018. 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 and related fees, 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 (“Topic 606”), 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) and certain estimated 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 and six months ended June 30, 2018, real estate revenue includes approximately $0.2 million and $0.6 ~~million, respectively of estimated lot residuals and approximately $0.3 million and $0.~~6 million, respectively, of certain estimated fees related to homebuilder homesite sales. Prior to 2018, these lot residuals and 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 established the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016‑08 that further clarified the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016‑10 that clarified 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 rescinded SEC guidance pursuant

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~~to announcements at the March 3, 2016 Emerging Issues Task Force Meeting. In May 2016, the FASB issued ASU 2016‑12 that provided narrow-scope improvements and practical expedients to~~ ~~Revenue from Contracts with Customers~~. In December 2016, the FASB issued ASU 2016‑20 that included technical corrections and improvements to Topic 606. The Company adopted the new guidance as of January 1, 2018 and elected to implement Topic 606 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 and certain fees for homesites sold to homebuilders, where the homes had not yet been sold to customers as of December 31, 2017.

~~Financial Instruments~~

In January 2016, the FASB issued ASU 2016‑01 that amended 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 included 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 is 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 amended 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 any impact on the Company’s cash flows.

~~Statement of Cash Flows - Restricted Cash~~

In November 2016, the FASB issued ASU 2016‑18, which required 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 material 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 allowed a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The ASU also required 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

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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 required 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, Leases (“ASU 2016-02”) that ~~amends~~amended 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.~~by this amendment. This amendment also ~~requires~~required certain quantitative and qualitative disclosures about leasing arrangements. In January 2018, the FASB issued ASU 2018‑01, which ~~provides~~provided 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. In July 2018, the FASB issued ASU 2018-10 that ~~provides~~provided clarifications and improvements to ASU 2016-02. In July 2018, the FASB issued ASU 2018-11 that provided entities with an additional and optional transition method to apply the new standard at the adoption date and recognize a cumulative-effect adjustment to the beginning balance of retained earnings in the period of adoption. In December 2018, the FASB issued ASU 2018-20 that provided an accounting policy election for certain narrow-scope improvements for lessors. In March 2019, the FASB issued ASU 2019-01 that provided clarifications and improvements to ASU 2016-02. During the Company’s evaluation of ASU 2016-02, as amended, (“Topic 842”) the following practical expedients and accounting policies with respect to Topic 842 have been elected and/or adopted effective January 1, 2019:

The Company, as lessee and as lessor, will not reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases or (iii) initial direct costs for any expired or existing leases.

The Company, as lessee, will not apply the recognition requirements of Topic 842 to short-term (twelve months or less) leases. Instead, the Company, as lessee, will recognize the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.

The Company, as lessor, will not separate nonlease components from lease components and, instead, will account for each separate lease component and the nonlease components associated with that lease as a single component if the nonlease components otherwise would be accounted for under Accounting Standards

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Codification Topic 606, Revenue from Contracts with Customers. The primary reason for this election is related to instances where common area maintenance is, or may be, a component of base rent within a lease agreement.

The Company adopted the new guidance, ~~will be effective~~including amendments, as of January 1, 2019 and has elected to implement Topic 842 retrospectively using the cumulative-effect adjustment transition method as of the date of adoption. As a result, prior periods have not been restated. As of the date of adoption a cumulative-effect adjustment was not necessary and the Company recognized an operating lease right-of use assets of $0.4 million and corresponding operating lease liabilities of $0.4 million based on the present value of minimum rental payments related to leases for ~~annual and interim periods beginning after December 15, 2018 and requires a modified retrospective adoption. The~~which the Company is ~~currently evaluating~~ the ~~impact that~~lessee. The operating lease right-of-use assets and corresponding operating lease liabilities are included within other assets and other liabilities, respectively, on the condensed consolidated balance sheets. There were no adjustments related to the leases for which the Company is the lessor. The adoption of this guidance ~~will have on its financial condition,~~ did not materially impact results of operations ~~and~~or cash flows.

Recently Issued Accounting Pronouncements

Financial Instruments - Credit Losses

In June 2016, the FASB issued ASU 2016‑13,Financial Instruments – Credit Losses (Topic 326) (“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. In November 2018, the FASB issued ASU 2018-19, which clarifies that impairment of receivables from operating leases should be accounted for using lease guidance. 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.

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3. Investment in Real Estate

Real estate by property type and segment includes the following:


	June 30,		December 31,		March 31,		December 31,
	2018		2017		2019		2018
Development property:
Residential real estate	$	99,034	$	100,279	$	110,819	$	105,323
Resorts and leisure		7,438		4,131
Hospitality						5,429		3,726
Commercial leasing and sales		61,822		53,896		78,949		73,128
Forestry		2,143		2,488		2,144		2,144
Corporate		2,427		2,571		2,557		2,497
Total development property		172,864		163,365		199,898		186,818

Operating property:
Residential real estate		7,344		7,344		7,344		7,344
Resorts and leisure		103,670		103,616
Hospitality						93,046		93,046
Commercial leasing and sales		110,513		110,491		113,189		111,471
Forestry		19,755		19,510		20,141		19,765
Other		50		50		50		50
Total operating property		241,332		241,011		233,770		231,676
Less: Accumulated depreciation		74,739		71,752		68,953		67,500
Total operating property, net		166,593		169,259		164,817		164,176
Investment in real estate, net	$	339,457	$	332,624	$	364,715	$	350,994

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.

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Residential real estate includes residential communities. ~~Resorts and leisure~~Hospitality development property consists of the improvement and expansion of ~~the~~ existing beach club property, land and construction costs related to two gulf-front vacation rental homes and development costs and improvements ~~to an existing restaurant and~~for 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~~hospitality 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~~hospitality operating property includes the WaterColor Inn, WaterSound Inn, ~~certain vacation rental properties,~~ golf courses, a beach club, marinas and ~~marinas.~~certain vacation rental properties. 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.

4. Investments

Available-For-Sale Investments

Investments classified as available-for-sale securities were as follows:


	March 31, 2019
			Gross Unrealized		Gross Unrealized
	Amortized Cost		Gains		(Losses)		Fair Value
Investments - debt securities:
U.S. Treasury securities	$	6,978	$	1	$	—	$	6,979
Corporate debt securities		2,927		—		(89)		2,838
		9,905		1		(89)		9,817
Restricted investments:
Short-term bond		2,210		5		—		2,215
Money market fund		113		—		—		113
		2,323		5		—		2,328
	$	12,228	$	6	$	(89)	$	12,145


	December 31, 2018
			Gross Unrealized		Gross Unrealized
	Amortized Cost		Gains		(Losses)		Fair Value
Investments - debt securities:
U.S. Treasury securities	$	6,936	$	1	$	—	$	6,937
Corporate debt securities		2,908		—		(887)		2,021
		9,844		1		(887)		8,958
Restricted investments:
Short-term bond		3,274		—		(9)		3,265
Money market fund		167		—		—		167
		3,441		—		(9)		3,432
	$	13,285	$	1	$	(896)	$	12,390

During the three months ended March 31, 2019, net realized losses from the sale of available-for-sale securities were less than $0.1 million, proceeds from the sale of available-for-sale securities were $1.1 million and purchases of available-for-sale securities were less than $0.1 million.

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~~4. Investments~~

~~Available-For-Sale Investments~~

~~At June 30, 2018, investments - debt securities and restricted investments classified as available-for-sale securities were as follows:~~

Gross Unrealized

Gross Unrealized


Amortized Cost

Gains

Losses

Fair Value
Investments - debt securities:








U.S. Treasury securities

$
9,961

$
—

$
15

$
9,946
Corporate debt securities

5,042

28

814

4,256

15,003

28

829

14,202
Restricted investments:








Short-term bond

3,252

—

13

3,239
Money market fund

167

—

—

167

3,419

—

13

3,406

$
18,422

$
28

$
842

$
17,608

~~At December 31, 2017, investments - debt securities, investments - equity securities and restricted investments classified as available-for-sale securities were as follows:~~

Gross Unrealized

Gross Unrealized


Amortized Cost

Gains

Losses

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 ~~six~~three months ended ~~June 30,~~March 31, 2018, net realized losses from the sale of ~~available-for-sale~~available for-sale securities were $1.1 million, ~~and~~ proceeds from the sale of available-for-sale securities were ~~$64.6 million.~~

~~During the three~~$32.0 million and ~~six months ended June 30, 2017, realized gains from the~~purchases of available-for sale ~~of available for-sale~~ securities were ~~$7.7 million and $10.9 million, respectively. During the six months ended June 30, 2017 proceeds from the sale of available-for-sale securities were $110.4~~less than $0.1 million.

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The following table provides the ~~U.S. Treasury securities, corporate debt securities and restricted~~available-for-sale investments unrealized loss position and related fair ~~values as of June 30, 2018:~~values:

Less Than 12 Months

12 Months or Greater

Unrealized

Unrealized


Fair Value

Losses

Fair Value

Losses
Investments - debt securities:








U.S. Treasury securities

$
9,946

$
15

$
—

$
—
Corporate debt securities

—

—

4,159

814
Restricted investments:








Short-term bond

—

—

3,239

13

$
9,946

$
15

$
7,398

$
827


	March 31, 2019
	Less Than 12 Months				12 Months or Greater
			Unrealized				Unrealized
	Fair Value		Losses		Fair Value		Losses
Investments - debt securities:
Corporate debt securities	$	—	$	—	$	2,838	$	89

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:


									December 31, 2018
	Less Than 12 Months				12 Months or Greater				Less Than 12 Months				12 Months or Greater
			Unrealized				Unrealized				Unrealized				Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Investments - debt securities:
U.S. Treasury securities	$	9,870	$	22	$	—	$	—
Corporate debt securities		15,515		691		29,595		1,126	$	—	$	—	$	1,843	$	887
Investments - equity securities:
Preferred stock		11,263		1,337		1,986		18
Restricted investments:
Short-term bond		—		—		4,251		13		—		—		3,265		9
	$	36,648	$	2,050	$	35,832	$	1,157	$	—	$	—	$	5,108	$	896

As of ~~June 30, 2018,~~March 31, 2019, the Company had unrealized losses of ~~$0.8~~$0.1 million related to ~~U.S. Treasury securities,~~corporate debt securities. The Company had unrealized losses of $0.9 million as of December 31, 2018 related to 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 ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, 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 ~~six~~three months ended ~~June 30,~~March 31, 2018, the Company determined unrealized losses related to its corporate debt securities were 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. During the six months ended June 30, 2017, the Company determined unrealized losses related to its corporate debt securities and preferred stock were other-than-temporarily impaired and recorded an impairment of $0.4 million for credit-related loss in investment income, net in the Company’s condensed consolidated statements of income.

The amortized cost and estimated fair value of investments - debt securities and restricted investments classified as available-for-sale, ~~at June 30, 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.


					March 31, 2019
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	12,654	$	12,393	$	9,905	$	9,817
Due after one year through five years		2,280		1,711
Due after five years through ten years		69		98
		15,003		14,202
Restricted investments		3,419		3,406		2,323		2,328
	$	18,422	$	17,608	$	12,228	$	12,145

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Investments - Equity Securities

~~At June 30,~~As of March 31, 2019 and December 31, 2018, investments - equity securities included ~~$38.8~~$38.2 million and $36.1 million, respectively, of preferred stock investments recorded at fair value. During the three ~~and six~~ months ended ~~June 30, 2018,~~March 31, 2019 the Company had an unrealized ~~gains~~gain on investments - equity securities of ~~$1.3~~$2.0 million, ~~and $0.7~~compared to an unrealized loss on investments – equity securities of $0.5 million ~~respectively~~during the three months ended March 31, 2018, which were 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 gains or losses related to these investments were recorded in accumulated other comprehensive income (loss). As of January 1, 2018 the outstanding unrealized losses of $0.9 million were reclassified to retained earnings with the adoption of ASU 2016‑01.income.

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

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Capital Management, L.L.C. (“FCM”), ~~a registered~~an investment advisor registered with the ~~Securities and Exchange Commission~~SEC) and the Fairholme Trust Company, L.L.C. (“FTC”), a non-depository trust company regulated by the Florida Office of Financial ~~Regulation.~~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, which has resulted in a total of $61.9 million of pre-tax income to the Company from April 2013 through June 30, 2018.~~FTC. Neither FCM nor FTC receives any compensation for services as the Company’s investment advisor. As of ~~June 30, 2018,~~March 31, 2019, clients of FCM and FTC beneficially owned approximately 41.47% of the Company’s common stock and Fairholme, including Mr. Berkowitz and clients of FCM and FTC, collectively beneficially owned ~~44.38%~~44.07% 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”~~“Investment Management 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 Investment Management 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.

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5. Financial Instruments and Fair Value Measurements

Fair Value Measurements

The financial instruments measured at fair value on a recurring basis ~~at June 30, 2018 were~~are as follows:


									March 31, 2019
							Total Fair								Total Fair
	Level 1		Level 2		Level 3		Value		Level 1		Level 2		Level 3		Value
Cash equivalents:
Money market funds	$	24,256	$	—	$	—	$	24,256	$	5,711	$	—	$	—	$	5,711
Commercial paper		165,619		—		—		165,619		168,076		—		—		168,076
		189,875		—		—		189,875		173,787		—		—		173,787

Investments - debt securities
Investments - debt securities:
U.S. Treasury securities		9,946		—		—		9,946		6,979		—		—		6,979
Corporate debt securities		—		4,256		—		4,256		—		2,838		—		2,838
		9,946		4,256		—		14,202		6,979		2,838		—		9,817
Investments - equity securities

Investments - equity securities:
Preferred stock		10,862		27,968		—		38,830		10,755		27,431		—		38,186


Restricted investments:
Short-term bond		3,239		—		—		3,239		2,215		—		—		2,215
Money market fund		167		—		—		167		113		—		—		113
		3,406		—		—		3,406		2,328		—		—		2,328
	$	214,089	$	32,224	$	—	$	246,313	$	193,849	$	30,269	$	—	$	224,118

~~The financial instruments measured at fair value on a recurring basis at December 31, 2017 were as follows:~~


									December 31, 2018
							Total Fair								Total Fair
	Level 1		Level 2		Level 3		Value		Level 1		Level 2		Level 3		Value
Cash equivalents:
Money market funds	$	10,505	$	—	$	—	$	10,505	$	43,346	$	—	$	—	$	43,346
Commercial paper		159,970		—		—		159,970		107,586		—		—		107,586
U.S. Treasury securities										29,998		—		—		29,998
		170,475		—		—		170,475		180,930		—		—		180,930

Investments - debt securities
Investments - debt securities:
U.S. Treasury securities		9,870		—		—		9,870		6,937		—		—		6,937
Corporate debt securities		—		66,375		—		66,375		—		2,021		—		2,021
		9,870		66,375		—		76,245		6,937		2,021		—		8,958
Investments - equity securities

Investments - equity securities:
Preferred stock		10,717		24,306		—		35,023		10,470		25,662		—		36,132


Restricted investments:
Short-term bond		4,251		—		—		4,251		3,265		—		—		3,265
Money market fund		218		—		—		218		167		—		—		167
		4,469		—		—		4,469		3,432		—		—		3,432
	$	195,531	$	90,681	$	—	$	286,212	$	201,769	$	27,683	$	—	$	229,452

Money market funds, commercial paper, U.S. Treasury securities, certain preferred ~~stocks~~stock investments and short-term bonds are measured based on quoted market prices in an active market and categorized within ~~level~~Level 1 of the fair

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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.

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The Company’s corporate debt securities and certain preferred stock investments are not traded on a nationally recognized exchange, but 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 investments are categorized as ~~level~~Level 2 financial instruments since their fair values were determined from market inputs in an inactive market.

Restricted investments are included within other assets on the condensed consolidated balance sheets and 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 ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, 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~~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.~~8. ~~Employee Benefit Plan~~Other Assets.

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~~SPEs - 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~~SPEs - 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~~SPE 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:


	June 30, 2018					December 31, 2017					March 31, 2019					December 31, 2018
	Carrying					Carrying					Carrying					Carrying
	value		Fair value		Level	value		Fair value		Level	value		Fair value		Level	value		Fair value		Level
Assets
Investments held by SPEs:
Time deposit	$	200,000	$	200,000	3	$	200,000	$	200,000	3	$	200,000	$	200,000	3	$	200,000	$	200,000	3
U.S. Treasury securities and cash equivalents	$	7,664	$	7,304	1	$	7,989	$	7,797	1
U.S. Treasury securities and cash											$	7,011	$	6,809	1	$	7,384	$	7,092	1
Liabilities
Senior Notes held by SPE	$	176,655	$	190,282	3	$	176,537	$	198,530	3	$	176,837	$	196,106	3	$	176,775	$	193,293	3

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

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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 ~~June 30, 2018,~~March 31, 2019, consist of a $200.0 million time deposit that, subsequent to April 2, 2014, pays interest at 4.0% and

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matures in March 2029, U.S. Treasuries of ~~$7.3~~$6.6 million and cash of $0.4 million. The Senior Notes held by Northwest Florida Timber Finance, LLC as of ~~June 30, 2018~~March 31, 2019 consist of ~~$176.7~~$176.8 million, net of the ~~$3.3~~$3.2 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~~Hurricane Michael

On ~~March 24, 2016,~~October 10, 2018, Hurricane Michael made landfall in the Florida Panhandle, which resulted in widespread damage to the area. The majority of the Company’s properties incurred minimal or no damage; however the Company’s Bay Point Marina in Bay County and Port St. Joe Marina in Gulf County, as well as certain timber and commercial leasing assets were impacted. The marinas suffered significant damage requiring long-term restoration and will remain closed during the reconstruction of significant portions of these assets, which is currently underway.

The Company maintains property and business interruption insurance, subject to certain deductibles, and is currently assessing claims under such policies; however, the timing and amount of insurance proceeds are uncertain and may not be sufficient to cover all losses. Timing differences are likely to exist between the impairment losses, capital expenditures made to repair or restore properties and recognition and receipt of insurance proceeds reflected in the Company’s financial statements.

GAAP guidance provides that property damaged by a natural disaster be evaluated for impairment loss in the period the loss occurs, recording an insurance receivable for the lesser of the expected net insurance recovery or the net book value of damaged assets that are planned to be replaced. Insurance recoveries for business interruption, clean-up and demolition costs, post-event costs or property damage in excess of net book value will be recognized in income in the period received or when all contingencies associated with the recoveries are resolved and the insurance companies have committed to a recovery amount. The impairment loss represents the Company’s estimate of property damage. The Company is continuing to make a full assessment of the extent of the impact.

During the fourth quarter of 2018, the Company ~~entered into~~recorded a ~~full and final release agreement with BP p.l.c. and various related entities pursuant to which the Company,~~loss on ~~its own behalf and on behalf~~disposal of ~~certain wholly owned subsidiaries, released any and all claims~~assets related to the ~~Deepwater Horizon oil spill, which occurred on April 20, 2010. In exchange for this release,~~net book value of the marinas and certain forestry and commercial leasing assets. During the three months ended March 31, 2019, the Company ~~will receive $13.2~~recognized $0.3 million ~~from BP Exploration & Production Inc., a large portion~~ of ~~which will reimburse~~insurance proceeds, included in other income, net on the condensed consolidated statements of income. As of March 31, 2019 and December 31, 2018, accounts receivable, net included $0.9 million and $6.7 million, respectively, related to insurance proceeds the Company believes is probable of receipt. The insurance proceeds receivable are included in other assets on the condensed consolidated balance sheets.

During the three months ended March 31, 2019, the Company has incurred costs of $0.3 million for additional hurricane expenses ~~incurred. In October 2017~~for repairs, clean-up costs, landscape repairs, demolition costs, professional fees and ~~2016,~~temporary housing for employees included in other income, net on the condensed consolidated statements of income. No insurance recoveries have been recorded for these costs, however some of these costs may be covered by business interruption or property insurance.

Costs incurred due to business interruption, primarily at the marinas, are currently being evaluated. The Company does not expect revenue at these locations until the properties have been rebuilt, but will incur costs for employee retention and property maintenance. As of March 31, 2019, no insurance proceeds have been recorded related to business interruption insurance.

The Company expects that its results of operations related to the marinas and timber assets will be impacted in the near term.

Subsequent to March 31, 2019, the Company received ~~payments~~the $0.9 million of ~~$2.7 million~~insurance proceeds receivable as of March 31, 2019 from its insurance carriers for property damage.

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7. Leases

Leasing revenue consists of long term rental revenue from retail, office and ~~$5.0 million, respectively.~~ commercial property, cell towers and other assets, which is recognized as earned, using the straight-line method over the life of each lease.

The ~~remaining settlement amount will be made in payments~~components of ~~$2.7 million due in October 2018 and 2019. The Company also received a guaranty of payments from BP North America Corporation Inc.~~ leasing revenue are as follows:


	Three Months Ended
	March 31, 2019
Leasing revenue
Lease payments	$	2,680
Variable lease payments		826
Total leasing revenue	$	3,506

Minimum future base rental revenue on non-cancelable leases subsequent to March 31, 2019, for the next five years ending December 31 are:



2019	$	8,480
2020		10,852
2021		9,788
2022		8,995
2023		7,110
	$	45,225

As of March ~~24, 2016,~~31, 2019, the Company ~~recorded~~leased certain office equipment under a finance lease and had operating leases for property and equipment used in hospitality operations with remaining lease terms up to the ~~claim settlement receivable using~~year 2024. Certain leases include options to purchase, terminate or renew for one or more years, which are included in the lease term used to establish right-of-use assets and lease liabilities when it is reasonably certain that the option will be exercised. Finance lease right-of-use assets are included within property, plant and equipment and operating lease right-of-use assets are included within other assets on the condensed consolidated balance sheets, which represent the Company’s right to use an ~~imputed interest~~underlying asset during a lease term for leases in excess of one year. Corresponding finance lease liability and operating lease liabilities are included within other liabilities on the condensed consolidated balance sheets and are related to the Company’s obligation to make lease payments for leases in excess of one year. Prior to the adoption ASU 2016-02 on January 1, 2019 lease assets and liabilities for operating leases were not recognized. The Company uses its incremental borrowing rate ~~of 3.0%, based on its best estimate of~~to determine the ~~prevailing market rates for the source of credit, resulting in an initial~~ present value of ~~$12.5 million and a discount~~the lease payments since the rate implicit in each lease is not readily determinable.

Table of ~~$0.7 million.~~ Contents

The ~~claim settlement~~components of ~~$12.5 million was recognized~~lease expense are as ~~other income in the Company’s consolidated statements~~follows:



	Three Months Ended
	March 31, 2019
Lease cost
Finance lease cost:
Amortization of right-of-use assets	$	4
Interest on lease liability		1
Operating lease cost		52
Short-term lease cost		64
Total lease cost	$	121

Other information
Weighted-average remaining lease term - finance lease (in years)		4.9
Weighted-average remaining lease term - operating leases (in years)		1.9
Weighted-average discount rate - finance lease		5.0	%
Weighted-average discount rate - operating leases		5.0	%

The aggregate payments of ~~income~~finance lease liability subsequent to March 31, 2019, for the ~~year ended~~years ending December 31 ~~2016.~~ are:


2019	$	41
2020		54
2021		54
2022		54
2023		54
Thereafter		10
Total		267
Less imputed interest		(31)
Total finance lease liability	$	236

The ~~discount is being accreted over the term~~aggregate payments of ~~the receivable using the effective interest method. Interest income for each of the three and six months ended June 30, 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”)~~operating lease liabilities subsequent to March 31, 2019, for the ~~sale~~years ending December 31 are:


2019	$	141
2020		145
2021		78
Total		364
Less imputed interest		(20)
Total operating lease liabilities	$	344

Table 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.Contents

8. Other Assets

Other assets consist of the following:


	June 30,		December 31,		March 31,		December 31,
	2018		2017		2019		2018
Restricted investments					$	2,328	$	3,432
Accounts receivable, net						7,373		14,061
Homesite sales receivable						2,691		2,977
Claim settlement receivable						2,699		2,679
Notes receivable						1,791		2,265
Income tax receivable						3,253		3,914
Prepaid expenses						6,727		6,751
Straight-line rent						3,534		3,581
Operating lease right-of-use assets						344		—
Investment in unconsolidated joint venture						3,088		1,105
Other assets						6,133		5,069
Retained interest investments	$	11,285	$	11,147		11,645		11,536
Accounts receivable, net		9,662		8,460
Notes receivable		4,903		9,522
Prepaid expenses		8,512		6,625
Straight line rent		3,779		3,804
Other assets		5,354		4,637
Accrued interest receivable for Senior Notes held by SPE		2,938		2,938		935		2,938
Total other assets	$	46,433	$	47,133	$	52,541	$	60,308

Restricted Investments

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. 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 two years. During both the three months ended March 31, 2019 and 2018, the Company recorded an expense of $1.1 million, 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, 2019 and 2018. Refer to Note 5. Financial Instruments and Fair Value Measurements.

Accounts Receivable, Net

As of March 31, 2019 and December 31, 2018, accounts receivable, net includes $0.9 million and $6.7 million of insurance proceeds receivable related to Hurricane Michael that the Company believes are probable of receipt. During the three months ended March 31, 2019, the Company received $5.8 million of insurance proceeds receivable from its insurance carriers for property damage. See Note 6. Hurricane Michael for additional information.

Homesite Sales Receivable

Homesite sales receivable from contracts with customers include estimated homesite residuals and certain estimated fees that are recognized as revenue at the time of sale to homebuilders, subject to constraints. 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 consumers, which can occur over multiple years. The following table presents the changes in homesite sales receivable:


				Increases Due To
		Balance		Revenue Recognized		Decreases Due to		Balance
		January 1, 2019		for Homesites Sold		Amounts Received		March 31, 2019
Homesite sales receivable	$	2,977	$	138	$	(424)	$	2,691

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				Increases Due To
		Balance		Revenue Recognized		Decreases Due to		Balance
		January 1, 2018		for Homesites Sold		Amounts Received		March 31, 2018
Homesite sales receivable	$	2,585	$	629	$	(450)	$	2,764

Claim Settlement Receivable

The remaining settlement amount of $2.7 million related to the Deepwater Horizon oil spill is due in October 2019.

Notes Receivable

Notes receivable consists of the following:


	March 31,		December 31,
	2019		2018
Pier Park Community Development District notes, non-interest bearing, due September 2022	$	803	$	803
Interest bearing homebuilder note, secured by the real estate sold — 5.5% interest rate, due September 2019		416		749
Interest bearing homebuilder note, secured by the real estate sold — 5.5% interest rate, due June 2019		337		422
Interest bearing homebuilder note, secured by the real estate sold — 6.3% interest rate, due March 2020		135		150
Various mortgage notes, secured by certain real estate, bearing interest at various rates		100		141
Total notes receivable	$	1,791	$	2,265

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, 2019 and December 31, 2018, there was no allowance for doubtful notes receivable.

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

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statements as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018. The Company’s continuing involvement with the SPEs is the receipt of the net interest payments and the remaining principal of approximately ~~$16.9~~$16.8 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~~$11.6 million and ~~$11.1~~$11.5 million as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively, recorded in other assets on the Company’s condensed consolidated balance sheets.

~~Accounts Receivable, Net~~

As of June 30, 2018, accounts receivable, net includes $2.7 million related to estimated lot residuals and certain estimated 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:~~

June 30,

December 31,

2018

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

1,316

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 June 2018 and any remaining amount outstanding is due by June 2019

666

857
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

392

1,060
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

153

174
Interest bearing homebuilder note, secured by the real estate sold — 6.3% interest rate, principal payment of less than $0.1 million due April 2019 and any remaining amount outstanding is due by April 2020

68

—
Total notes receivable

$
4,903

$
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 June 30, 2018 and December 31, 2017, there was no allowance for doubtful notes receivable.

9. Real Estate Joint Ventures

The Company enters into real estate ~~joint ventures,~~JVs, 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

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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.

~~In April 2018,~~

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Consolidated Real Estate Joint Ventures

Origins Crossings JV

Origins Crossings JV was created in January 2019, when the Company entered into a ~~joint venture~~JV agreement to develop, manage and ~~operate a hotel~~lease apartments in ~~Panama City Beach,~~Watersound, Florida. The ~~hotel~~JV parties are working together to design, develop and construct a 217 unit apartment community. The community will be located on land innear the ~~Pier Park area~~entrance to the Watersound Origins community that is currently owned by the Company and will be contributed to the ~~joint venture.~~JV. As of ~~June 30, 2018,~~March 31, 2019, the Company owned a ~~50.0%~~75.0% equity interest in the ~~joint venture.~~consolidated JV. The Company’s partners are responsible for the day-to-day activities of the ~~joint venture.~~JV. However, the Company has significant involvement in the design of the development and approves all major decisions, including project development, annual budgets and financing. ~~As of June 30, 2018, Pier Park TPS, LLC (“Pier Park TPS JV”) did not have any activity~~The Company determined Origins Crossings JV is a VIE and that the Company ~~is currently evaluating whether it~~ is the VIE’s primary ~~beneficiary.~~beneficiary as of March 31, 2019.

~~Consolidated Real Estate Joint Ventures~~Pier Park Crossings JV

In April 2017, the Company entered into a ~~joint venture~~JV agreement to develop, manage and lease apartments in Panama City Beach, Florida. The ~~joint venture~~JV parties are working together to ~~design,~~ develop and construct a 240 unit ~~multi-family~~ apartment ~~home~~ community. The community ~~will be~~is located on land in the Pier Park area that was contributed to the ~~joint venture~~JV by the Company. As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the Company owned a 75.0% equity interest in the consolidated ~~joint venture.~~JV. The Company’s partners are responsible for the day-to-day activities of the ~~joint venture.~~JV. 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 ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018.

Windmark JV

In December 2016, the Company ~~transferred~~sold all of its interest in the Windmark Beach project to Windmark ~~JV, LLC (“Windmark JV”).~~JV. As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, 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 determined Windmark JV is a VIE and that the Company is ~~deemed to control Windmark JV, which is consolidated within~~ the ~~financial results of the Company~~VIE’s primary beneficiary as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018.

Pier Park North JV

During 2012, the Company entered into a ~~joint venture~~JV agreement with a partner to develop a retail center at Pier Park North. As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the Company owned a 60.0% equity interest in the consolidated ~~joint venture.~~JV. The Company’s partner is responsible for the day-to-day activities of the ~~joint venture.~~JV. 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~~Pier Park North JV is a VIE and that the Company is the VIE’s primary beneficiary as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018.

Unconsolidated Joint Ventures

Pier Park TPS, LLC

Pier Park TPS, LLC (“Pier Park TPS JV”) was created in April 2018, when the Company entered into a JV agreement to develop and operate a 124 room hotel in Panama City Beach, Florida. The hotel will be located on land in the Pier Park area that the Company contributed to the JV on January 14, 2019 with a fair value of $1.7 million. In addition, during the three months ended March 31, 2019, the Company contributed cash of $0.2 million and mitigation bank credits of $0.1 million. 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~~had an investment in the JV project of ~~Artisan Park, L.L.C.~~

~~Unconsolidated Real Estate VIE~~

$1.1 million that was contributed to the JV during the first quarter of 2019. As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the investment in the unconsolidated JV was $3.1 million and $1.1 million, respectively, which is included in other assets on the condensed consolidated balance sheets. The hotel is currently under construction and 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 hasdid not ~~recorded any additional equity income~~recognize

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~~as a result of ALP’s change in accounting. As of June 30, 2018, the Company beneficially owned 23.9% of ALP’s outstanding beneficial interest units.~~

~~Financial information~~any income or loss on this investment for ALP is provided to the Company on a delayed basis. The summarized information as of March 31, 2018 and December 31, 2017 includes total assets of $10.1 million and $10.2 million, respectively, total liabilities of $0.2 million and $0.1 million, respectively and total equity of $9.9 million and $10.1 million, respectively. For the three months ended March 31, 2019. As of March 31, 2019 and December 31, 2018, the Company owned a 50.0% equity interest in the JV. The Company’s partner is responsible for the day-to-day activities of the JV. The Company has determined that Pier Park TPS JV is a VIE, but that the Company is not the primary beneficiary since it does not have the power to direct the activities that most significantly impact the economic performance of the JV. The Company’s investment in Pier Park TPS JV is accounted for using the equity method. See Note 18. Commitments and ~~2017, ALP reported a net loss of $0.1 million and $0.2 million, respectively.~~Contingencies for additional information related to debt guaranteed by the Company.

Summarized financial information for Pier Park TPS JV is as follows:


	March 31,		December 31,
	2019		2018
BALANCE SHEETS:
Investment in real estate	$	4,614	$	285
Cash and cash equivalents		2,369		64
Total assets	$	6,983	$	349

Other liabilities	$	805	$	3
Equity		6,178		346
Total liabilities and equity	$	6,983	$	349

10. Debt, Net

Debt consists of the ~~following at June 30, 2018:~~following:

Unamortized


Discount and

Debt Issuance

Principal

Costs

Net
PPN JV Loan, due November 2025, bearing interest at 4.1%

$
46,863

$
479

$
46,384
Loan in the Pier Park Crossings JV, insured by The United States Department of Housing and Urban Development, due June 2060, bearing interest at 4.0%

5,040

1,130

3,910
Community Development District debt, secured by certain real estate or other collateral, due May 2023 — May 2039, bearing interest at 3.6% to 6.0%

6,608

—

6,608
Pier Park Outparcel Construction Loan, due March 2027, bearing interest at LIBOR plus 1.7% (effective rate of 3.8% at June 30, 2018)

1,611

17

1,594
WaterColor Crossings Construction Loan, due February 2029, bearing interest at LIBOR plus 1.7% (effective rate of 3.8% at June 30, 2018)

697

27

670
Total debt

$
60,819

$
1,653

$
59,166

~~Debt consists of the following at December 31, 2017:~~


							March 31, 2019						December 31, 2018
			Unamortized						Unamortized						Unamortized
			Discount and						Discount and						Discount and
			Debt Issuance						Debt Issuance						Debt Issuance
	Principal		Costs		Net		Principal		Costs		Net		Principal		Costs		Net
PPN JV Loan, due November 2025, bearing interest at 4.1%	$	47,295	$	512	$	46,783	$	46,199	$	429	$	45,770	$	46,423	$	446	$	45,977
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%		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
Pier Park Crossings JV Loan, insured by HUD, due June 2060, bearing interest at 4.0%								21,697		1,107		20,590		15,399		1,114		14,285
Community Development District debt, secured by certain real estate or other collateral, due May 2023 through May 2039, bearing interest at 3.6% to 6.0%								7,695		—		7,695		6,324		—		6,324
Pier Park Outparcel Construction Loan, due March 2027, bearing interest at LIBOR plus 1.7% (effective rate of 4.2% at March 31, 2019)								1,574		16		1,558		1,585		16		1,569
WaterColor Crossings Construction Loan, due February 2029, bearing interest at LIBOR plus 1.7% (effective rate of 4.2% at March 31, 2019)								1,478		25		1,453		1,245		26		1,219
Beach Homes Loan, due May 2029, bearing interest at LIBOR plus 1.7% (effective rate of 4.2% at March 31, 2019)								747		21		726		—		—		—
Total debt	$	56,160	$	530	$	55,630	$	79,390	$	1,598	$	77,792	$	70,976	$	1,602	$	69,374

In October 2015, the Pier Park North JV ~~refinanced a construction loan by entering~~entered into a $48.2 million loan (the “PPN JV Loan”)~~. As of June 30, 2018, the PPN JV 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 PPN JV Loan, the Company entered into a limited guarantee in favor of the lender, based on its percentage ownership of the ~~joint venture.~~JV. In

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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.

In May 2018, the Pier Park Crossings JV entered into a $36.6 million loan, insured by the ~~United States~~U.S. Department of Housing and Urban Development (“HUD”), to finance the construction of apartments in Panama City Beach, Florida (the “PPC JV Loan”). The PPC JV Loan provides for interest only payments during the first twenty-four months and monthly principal and interest payments thereafter through maturity in June 2060. The PPC JV Loan may not be prepaid prior to July 1, 2020. From July 1, 2020 through June 30, 2030, a prepayment premium is due to the lender of

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1.0% - 10.0% of ~~the principal prepaid.~~any prepaid principal. The PPC JV Loan is secured by the Pier Park Crossings JV’s real property and the assignment of rents and leases.

Community Development District (“CDD”) bonds financed the construction of infrastructure improvements at some of the Company’s ~~projects.~~communities. 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 assigned to property it owns was ~~$20.2 million and $21.7~~$19.9 million as of ~~June 30, 2018,~~each March 31, 2019 and December 31, ~~2017, respectively.~~2018. The Company pays interest on this total outstanding CDD debt. ~~During the second quarter of 2018, the CDD at SouthWood completed a refinance of its 2008 and 2011 bonds into 2018 bonds, reducing the interest rates.~~

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.

In May 2018, a wholly owned subsidiary of the Company entered into a $1.7 million construction loan to finance the construction of two beach homes located in Panama City Beach, Florida (the “Beach Homes Loan”). The Beach Homes 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 Beach Homes Loan is secured by the real property, assignment of rents and the security interest in the rents and personal property. In connection with the Beach Homes Loan, the Company executed a guarantee in favor of the lender to guarantee the payment and performance of the borrower under the Beach Homes Loan. ~~As of June 30, 2018, there was no principal balance and the Company incurred less than $0.1 million of loan costs related to the Beach Homes Loan.~~

~~The aggregate maturities of debt subsequent to June 30, 2018, for the years ending December 31 are:~~

June 30,

2018
2018

$
494
2019

1,567
2020

1,772
2021

1,955
2022

1,935
Thereafter

53,096

$
60,819

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The aggregate maturities of debt subsequent to March 31, 2019, for the years ending December 31 are:


	March 31,
	2019
2019	$	1,457
2020		1,968
2021		2,174
2022		2,189
2023		2,212
Thereafter		69,390
	$	79,390

11. Other Liabilities

Other liabilities consist of the following:


	June 30,		December 31,		March 31,		December 31,
	2018		2017		2019		2018
Accounts payable	$	7,896	$	7,524	$	9,186	$	10,148
Finance lease liability						236		—
Operating lease liabilities						344		—
Accrued compensation		2,824		2,664		1,761		3,112
Other accrued liabilities						3,824		2,560
Deferred revenue		17,988		17,864		17,378		17,478
Membership deposits and initiation fees		9,806		9,704
Club initiation fees						5,976		5,676
Club membership deposits						4,156		4,286
Advance deposits		2,380		1,468		2,795		1,277
Other accrued liabilities		5,576		5,185
Accrued interest expense for Senior Notes held by SPE		2,850		2,850		713		2,850
Total other liabilities	$	49,320	$	47,259	$	46,369	$	47,387

Other accrued liabilities include $1.2 million of accrued property taxes as of March 31, 2019, which are generally paid annually in November. As of December 31, 2018 the Company had no accrued property taxes.

Deferred revenue as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 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~~Club 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. The following table presents the changes in club initiation fees related to contracts with customers:


		Balance		Increases Due To		Decreases Due to		Balance
		January 1, 2019		Cash Received		Revenue Recognized		March 31, 2019
Contract liabilities
Club initiation fees	$	5,676	$	753	$	(453)	$	5,976


		Balance		Increases Due To		Decreases Due to		Balance
		January 1, 2018		Cash Received		Revenue Recognized		March 31, 2018
Contract liabilities
Club initiation fees	$	5,199	$	253	$	(272)	$	5,180

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Advance deposits consist of deposits received on hotel rooms and ~~vacation~~lodging 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 $2.3 million of accrued property taxes as of June 30, 2018, which are generally paid annually in November. As of December 31, 2017 the Company had no accrued property taxes.

12. Income Taxes

Income tax expense (benefit) attributable to income from operations differed from the amount computed by applying the statutory federal income tax rate of 21% as of ~~June 30,~~March 31, 2019 and 2018 ~~and 35% as of June 30, 2017~~ to pre-tax income or loss as a result of the following:


	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
	2018		2017		2018		2017		2019		2018
Tax at the federal statutory rate	$	6,875	$	5,836	$	6,982	$	8,162	$	555	$	107
State income taxes (net of federal benefit)		1,423		583		1,445		816		116		22
2017 qualified timber gains at the federal statutory rate of 23.8% (1)		—		—		(524)		—		—		(345)
Decrease in valuation allowance		(1,418)		(316)		(1,451)		(596)		—		(33)
Other		(333)		(194)		(154)		(194)		(10)		—
Total income tax expense	$	6,547	$	5,909	$	6,298	$	8,188
Total income tax expense (benefit)									$	661	$	(249)

(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.

AsSignificant judgment is required in evaluating the Company's uncertain tax positions and determining its provision for income taxes. The Company regularly assesses the likelihood of ~~June 30, 2018~~adverse outcomes resulting from potential examinations to determine the adequacy of its provision for income taxes and ~~December 31, 2017,~~applies a “more-likely-than-not” in determining the ~~Company had state net operating loss carryforwards of $358.~~8 ~~million~~financial statement recognition 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 2036. As of December 31, 2017, the Company had an income tax receivable of $8.4 million related to the reclassificationmeasurement of a ~~federal AMT credit carryforward following~~

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~~the enactment of the Tax Act~~tax position taken or expected to be taken in ~~December 2017, which is refundable to the Company in the years 2018 through 2021. During the six months ended June 30, 2018, the Company applied $6.7 million of current income~~a tax ~~payable to this receivable, resulting in an income tax receivable of $1.7 million as of June 30, 2018.~~

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.return. 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~~has 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 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 $5.0 million. Based on year to date earnings and expected results for the full year, the Company partially reversed $1.5 million of the valuation allowance during the six months ended June 30, 2018 leaving a valuation allowance of $3.5 million for these deferred tax assets as of June 30, 2018. The Company will continue to evaluate the need for a valuation allowance against these tax assets and will adjust the valuation allowance as deemed appropriate which, when adjusted, will result in an impact to the effective tax rate.

~~The Company had approximately $2.1 million of total~~identified any unrecognized tax benefits as of ~~both June 30, 2018 and~~either March 31, 2019 or 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.2018.

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 June 30, 2018:~~tax:


	Unrealized Gain ~~and~~
	~~(Loss)~~ on ~~Available-~~Available-for-
	~~for-Sale~~Sale Securities
Accumulated other comprehensive loss at December 31, ~~2017~~2018	$	~~(1,461)~~(674)
Other comprehensive income before reclassifications		~~(366)~~604
Amounts reclassified from accumulated other comprehensive loss		~~1,214~~ 2
Other comprehensive income		~~848~~606
Accumulated other comprehensive loss at ~~June 30, 2018~~March 31, 2019	$	~~(613)~~(68)

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Following is a summary of the tax effects allocated to other comprehensive ~~income (loss) for the three months ended June 30, 2018 and 2017:~~income:


	Three Months Ended June 30, 2018						Three Months Ended March 31, 2019
	Before-		Tax (Expense) or		Net-of-		Before-		Tax		Net-of-
	Tax Amount		Benefit		Tax Amount		Tax Amount		Expense		Tax Amount
Unrealized gain on investments - debt securities:
Unrealized gain on investments - debt securities and restricted investments:
Unrealized gain on available-for-sale investments	$	321	$	(82)	$	239	$	799	$	(203)	$	596
Reclassification adjustment for net gain included in earnings		(28)		7		(21)
Unrealized gain on restricted investments								11		(3)		8
Reclassification adjustment for net loss included in earnings								2		—		2
Net unrealized gain		293		(74)		219		812		(206)		606
Other comprehensive income	$	293	$	(74)	$	219	$	812	$	(206)	$	606

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Three Months Ended June 30, 2017


Before-

Tax (Expense) or

Net-of-

Tax Amount

Benefit

Tax Amount
Unrealized gain (loss) on investments and restricted investments:






Unrealized gain on available-for-sale investments

$
745

$
(287)

$
458
Unrealized loss on restricted investments

(4)

2

(2)
Reclassification adjustment for net gain included in earnings

(7,739)

3,120

(4,619)
Net unrealized loss

(6,998)

2,835

(4,163)
Other comprehensive loss

$
(6,998)

$
2,835

$
(4,163)


	Three Months Ended March 31, 2018
	Before-		Tax Benefit or		Net-of-
	Tax Amount		(Expense)		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 net 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

~~Following is a summary of the tax effects allocated to other comprehensive income (loss) for the six months ended June 30, 2018 and 2017:~~

Six Months Ended June 30, 2018


Before-

Tax Benefit or

Net-of-

Tax Amount

(Expense)

Tax Amount
Unrealized loss on investments - debt securities and restricted investments:






Unrealized loss on available-for-sale investments

$
(482)

$
123

$
(359)
Unrealized loss on restricted investments

(9)

2

(7)
Reclassification adjustment for net loss included in earnings

1,050

(266)

784
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

1,554

(706)

848
Other comprehensive income

$
1,554

$
(706)

$
848

(1)

The reclassification into retained earnings relates to the adoption of ASU 2016‑01. The new guidance was effective January 1, 2018, and ~~requires~~required 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 was effective January 1, 2018, and ~~allows~~allowed a reclassification from accumulated other comprehensive ~~income (loss)~~loss to retained earnings for stranded tax effects resulting from the Tax Act. ~~See Note 2.~~ ~~Summary of Significant Accounting Policie~~s.

Six Months Ended June 30, 2017


Before-

Tax (Expense) or

Net-of-

Tax Amount

Benefit

Tax Amount
Unrealized gain on investments:






Unrealized gain on available-for-sale investments

$
4,650

$
(1,789)

$
2,861
Reclassification adjustment for net gain included in earnings

(10,861)

4,183

(6,678)
Reclassification adjustment for other-than-temporary impairment loss included in earnings

366

—

366
Net unrealized loss

(5,845)

2,394

(3,451)
Other comprehensive loss

$
(5,845)

$
2,394

$
(3,451)

14. Stockholders’ Equity

Stock Repurchase Program

The Company’s Board has approved a stock repurchase program (the “Stock Repurchase Program”) pursuant to which the Company is authorized to repurchase shares of its common stock. The Stock Repurchase Program has no expiration date.

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During the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ the Company repurchased ~~4,065,160~~471,500 and ~~2,416,089~~764,825 shares, respectively, of its common stock at an average purchase price of ~~$17.82~~$15.00 and ~~$16.74,~~$17.90, per share, respectively, for an aggregate purchase price of ~~$72.5~~$7.1 million and ~~$40.4~~$13.7 million, respectively, pursuant to its Stock Repurchase Program. As of ~~June 30, 2018,~~March 31, 2019, the Company had a total authority of ~~$63.8~~$35.8 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 June 30, 2018 and through July 30, 2018, the Company purchased an additional 550,141 shares for an aggregate purchase price~~

Table of ~~$9.9 million.~~Contents

Issuance of Common Stock for Director’s Fees

On May 23, 2018, 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 2, 2018, 2,778 shares of restricted stock were granted to one of the Company’s directors pursuant to the Board’s May 23, 2018 approval and the Company’s 2015 Performance and Equity Incentive Plan (the “2015 Plan”). This restricted stock will vest on the date of the Company’s 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”) and is subject to forfeiture upon termination of service on the Board prior to the 2019 Annual Meeting. Three non-employee directors elected to receive cash in lieu of the stock.

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~~25, 2017 approval and the Company’s 2015 Plan. This restricted stock vested on May 23, 2018, the date of the Company’s 2018 Annual Meeting of Shareholders. 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 ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018, ~~the Company recorded expense of less than $0.1 million, related to restricted stock awards to the Company’s directors. For the six months ended June 30, 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, net of shares withheld for taxes, of restricted stock were granted to four of the Company’s NEOs. The restricted stock vested immediately.

For the ~~six~~three months ended ~~June 30,~~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~~Revenue Recognition

Revenue consists primarily of real estate sales, hospitality 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. The ~~Company maintains a 401(k) retirement plan covering substantially all officers~~following represents revenue disaggregated by segment, good or service and ~~employees of the Company, which permits participants to defer up to the maximum allowable amount determined by the IRS of their eligible compensation.~~timing:


	Three Months Ended March 31, 2019
						Commercial
		Residential				Leasing
		Real Estate		Hospitality		and Sales		Forestry		Other		Total
Revenue by Major Good/Service:
Real estate revenue	$	3,362	$	—	$	923	$	188	$	118	$	4,591
Hospitality revenue		—		7,431		—		—		—		7,431
Leasing revenue		—		36		3,288		182		—		3,506
Timber revenue		—		—		—		495		—		495
Total revenue	$	3,362	$	7,467	$	4,211	$	865	$	118	$	16,023

Timing of Revenue Recognition:
Recognized at a point in time	$	3,362	$	6,920	$	923	$	683	$	118	$	12,006
Recognized over time		—		511		—		—		—		511
Over lease term		—		36		3,288		182		—		3,506
Total revenue	$	3,362	$	7,467	$	4,211	$	865	$	118	$	16,023

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	Three Months Ended March 31, 2018
						Commercial
		Residential				Leasing
		Real Estate		Hospitality		and Sales		Forestry		Other		Total
Revenue by Major Good/Service:
Real estate revenue	$	6,957	$	—	$	310	$	184	$	251	$	7,702
Hospitality revenue		—		7,079		—		—		—		7,079
Leasing revenue		—		371		2,840		207		—		3,418
Timber revenue		77		—		—		1,589		—		1,666
Total revenue	$	7,034	$	7,450	$	3,150	$	1,980	$	251	$	19,865

Timing of Revenue Recognition:
Recognized at a point in time	$	7,034	$	6,754	$	310	$	1,773	$	251	$	16,122
Recognized over time		—		325		—		—		—		325
Over lease term		—		371		2,840		207		—		3,418
Total revenue	$	7,034	$	7,450	$	3,150	$	1,980	$	251	$	19,865

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 June 30, 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 six months ended June 30, 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 and six months ended June 30, 2018 and less than a $0.1 million gain for the three and six months ended June 30, 2017. Refer to Note 5. ~~Financial Instruments and Fair Value Measurements~~.

16. Other Income (Expense)

Other income (expense) consists of the following:


	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
	2018		2017		2018		2017		2019		2018
Investment income, net
Interest and dividend income	$	2,342	$	4,024	$	5,222	$	8,572	$	1,813	$	2,880
Accretion income		202		399		423		1,320		61		221
Net realized (loss) gain on the sale of investments		(8)		7,739		(1,086)		10,861
Net realized loss on the sale of investments										(2)		(1,078)
Other-than-temporary impairment loss		—		—		(63)		(366)		—		(63)
Unrealized gain on investments, net		1,267		—		729		—
Unrealized gain (loss) on investments, net										2,049		(538)
Interest income from investments in SPEs		2,049		2,050		4,099		4,101		2,049		2,050
Interest accrued on notes receivable and other interest		129		91		322		170		76		193
Total investment income, net		5,981		14,303		9,646		24,658		6,046		3,665
Interest expense
Interest expense and amortization of discount and issuance costs for Senior Notes issued by SPE		(2,197)		(2,194)		(4,393)		(4,387)		(2,199)		(2,196)
Other interest expense		(757)		(841)		(1,586)		(1,691)		(743)		(829)
Total interest expense		(2,954)		(3,035)		(5,979)		(6,078)		(2,942)		(3,025)
Other income (expense), net
Gain on land contribution										1,472		—
Accretion income from retained interest investments		303		271		593		534		320		290
Miscellaneous (expense) income, net		(60)		57		(73)		3,529
Insurance proceeds										279		—
Hurricane expense										(322)		—
Miscellaneous expense, net										(51)		(13)
Other income, net		243		328		520		4,063		1,698		277
Total other income, net	$	3,270	$	11,596	$	4,187	$	22,643	$	4,802	$	917

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 investment in preferred ~~stock and other investments.~~stock. 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~~loss on the sale of investments include the ~~loss~~gains or ~~gain~~losses recognized on the

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sale of an available-for-sale ~~security~~securities prior to maturity.

Other-than-temporary impairment loss includes impairments related to the Company’s corporate debt securities for the three months ended March 31, 2018. Unrealized gain (loss) on investments, net includes unrealized gains or losses on investments - equity ~~securities due to the adoption of ASU 2016‑01. Prior to 2018, unrealized gains or losses related to these investments were recorded in accumulated other comprehensive income (loss).~~

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securities.

Interest income from investments in SPEs primarily includes interest ~~accrued or received~~earned 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.

Interest Expense

Interest expense includes interest expense related to the Company’s CDD debt, PPN JV Loan, ~~and~~ Pier Park Outparcel Construction ~~Loan.~~Loan, WaterColor Crossings Construction Loan and finance leases. 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 gain on land contribution, income from the Company’s retained interest investments, insurance ~~settlement~~ proceeds, hurricane expenses and other income and expense items. The three months ended March 31, 2019, include a gain of $1.5 million on land contributed to our unconsolidated Pier Park TPS JV. See Note 9, Real Estate Joint Ventures for additional information. During the ~~six~~three months ended ~~June 30, 2017,~~March 31, 2019, the Company ~~negotiated an~~received $0.3 million of insurance ~~settlement that resulted in~~ proceeds and incurred $0.3 million of ~~$3.5 million,~~hurricane expenses related to Hurricane Michael. See Note 6. Hurricane Michael for ~~reimbursement of certain attorney fees and related costs incurred by the Company. This amount was~~additional information. These amounts were 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%~~11.9%.

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,~~hospitality, (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 Topic 606 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 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 and certain 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. Effective January 1, 2018, with the adoption of Topic 606, estimated lot residuals and certain estimated 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.

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As part of the Company’s April 2014 RiverTown real estate sale, the buyer, an affiliate of Mattamy (Jacksonville) Partnership d/b/a Mattamy Homes (“Mattamy”), was obligated to pay certain impact fees to the Company prior to April 2, 2019 and, depending on circumstances, potentially thereafter. On April 3, 2018, the Board of County Commissioners for St. Johns County adopted revised impact fee schedules that went into effect as of July 3, 2018, and increased impact fee rates for residential units. In June 2018, the Company received $23.1 million from Mattamy to pay the estimated impact fees based on Mattamy’s current development plans and the impact fee schedule in effect at the time of the payment. For the three and six months ended June 30, 2018, the impact fees of $23.1 million were included in real estate revenue in the Company’s condensed consolidated statements of income. Mattamy may be required to pay to the Company additional impact fees based on its future development plans. Any consideration the Company may receive for additional impact fees will be based on a variety of factors outside the Company’s control, including impact fee increases or decreases by St. Johns County, home sizes and the number of homes built in the project. The Company received impact fees for a total of $23.3 million and $0.2 million during the three months ended June 30, 2018 and 2017, respectively. The Company received impact fees for a total of $23.5 million and $0.3 million during the six months ended June 30, 2018 and 2017, respectively. From April 2014 through June 30, 2018, the Company has received approximately $25.1 million in impact fee payments from Mattamy.

The resort and leisure segment generates revenue and incurs costs from the WaterColor Inn and WaterSound Inn, the vacation rental program, management of The Pearl Hotel, membership sales, membership reservations, restaurants, 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, WaterSound Inn, Vacation Rentals and Other Management Services~~ - WaterColor Inn, WaterSound Inn and vacation rentals generate revenue from (1) the WaterColor Inn, WaterSound Inn and other management services, (2) management of The Pearl Hotel, (3) vacation rentals and (4) restaurants. The WaterColor Inn and WaterSound Inn generate revenue from service and rental fees and incur expenses from the cost of services and goods provided, maintenance of the inns’ 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 and a percentage of The Pearl Hotel’s gross operating profit. 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 incurs expenses from the holding cost 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

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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, Pier Park Crossings JV and other assets, which are subject to third-party financing incur interest and financing expenses related to the loans as described in Note 10. ~~Debt, Net~~.

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 are 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 and other measures 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.~~2018. 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 ~~category~~caption entitled “Other” under operating revenue consists of mitigation credit and title fee ~~revenue and non-allocated~~revenue. The caption entitled “Other” under income (loss) before income taxes consists of corporate ~~general and administrative~~operating expenses, net of ~~investment~~corporate other income.

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Information by business segment is as follows:


	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
	2018		2017		2018		2017		2019		2018
Operating revenue:
Residential real estate (a)	$	28,755	$	4,706	$	35,790	$	5,980
Resorts and leisure		13,270		19,328		20,719		27,436
Residential real estate									$	3,362	$	7,034
Hospitality										7,467		7,450
Commercial leasing and sales		3,345		4,831		6,495		7,795		4,211		3,150
Forestry revenue		2,808		1,588		4,788		2,674		865		1,980
Other (b)		2,256		194		2,506		275
Other										118		251
Consolidated operating revenue	$	50,434	$	30,647	$	70,298	$	44,160	$	16,023	$	19,865



Income (loss) before income taxes:
Residential real estate (a)	$	24,957	$	1,893	$	26,417	$	1,224
Resorts and leisure		2,403		3,380		1,868		1,604
Residential real estate									$	255	$	1,459
Hospitality										(807)		(534)
Commercial leasing and sales		(190)		235		(280)		(138)		2,490		(90)
Forestry		2,226		1,130		3,757		2,371		580		1,531
Other		3,218		9,885		1,228		17,929		123		(1,990)
Consolidated income before income taxes	$	32,614	$	16,523	$	32,990	$	22,990	$	2,641	$	376


	June 30,		December 31,		March 31,		December 31,
	2018		2017		2019		2018
Total assets:
Residential real estate	$	120,502	$	117,732	$	129,166	$	125,642
Resorts and leisure		77,610		83,151
Hospitality						73,616		70,746
Commercial leasing and sales		172,494		163,271		192,273		182,658
Forestry		20,228		20,212		20,464		20,189
Other		492,934		536,627		460,321		471,727
Total assets	$	883,768	$	920,993	$	875,840	$	870,962

~~(a)~~

~~Includes revenue of $23.1 million for the three and six months ended June 30, 2018 for~~ ~~a one-time payment of RiverTown impact fees related to the 2014 RiverTown real estate sale~~.

~~(b)~~

~~Includes revenue of $2.2 million for the three and six months ended June 30, 2018 related to a specific sale of mitigation bank credits~~.

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

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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~~make assurances 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,

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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~~$1.2 million as of each ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, 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~~for any particular reporting period.

The Company has retained certain self-insurance risks with respect to losses for third party liability and property damage, including its timber assets.

At ~~June 30, 2018~~both March 31, 2019 and December 31, ~~2017,~~2018, the Company was required to provide surety bonds that guarantee completion of certain infrastructure in certain development projects and mitigation banks of ~~$8.2~~$9.4 million, ~~and $8.6 million, respectively and standby letters of credit of less than $0.1 million for both periods,~~ which may potentially result in liability to the Company if certain obligations of the Company are not met.

As of ~~June 30, 2018,~~March 31, 2019, the Company had a total of ~~$51.3~~$33.0 million in contractual obligations.

In January 2019, the Company’s unconsolidated Pier Park TPS JV, entered into a $14.4 million loan, maturing in January 2026 (the “Pier Park TPS JV Loan”). The Pier Park TPS JV 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 TPS JV Loan, the Company and a wholly owned subsidiary of the Company (the “Guarantor”) entered into a joint and several guarantee in favor of the lender, to guarantee the payment and performance of the borrower. The Guarantors’ liability under the Pier Park TPS JV Loan will be automatically reduced to 50.0%, or a further 25.0% of the outstanding principal balance upon reaching and maintaining certain debt service coverage. In addition, the guarantee can become full recourse in the case of the failure of Guarantor to abide by or perform any of the covenants or warranties to be performed on the part of such Guarantor; any sale, conveyance or transfer of the property; upon the filing or commencement of voluntary bankruptcy or insolvency proceedings; the entry of monetary judgement or assessment or the filing of any tax lien against either the borrower or Guarantor; and the dissolution of the borrower or Guarantor. As of March 31, 2019, there was no principal balance related to the Pier Park TPS JV Loan.

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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 79 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

~~We are~~St. Joe is a real estate development, asset management and operating company with real estate assets ~~currently~~and operations concentrated ~~primarily~~in Northwest Florida, which we predominantly use, or intend to use, for or in connection with, our various residential real estate developments, hospitality operations, commercial developments and leasing operations and our forestry operations.

We have significant residential and commercial land-use entitlements in hand or in process. We actively seek higher and better uses for our real estate assets through a range of activities from strategic land planning and development, infrastructure improvements and promoting economic development in Northwest Florida. We may explore the sale of such assets opportunistically or when we believe that we or others can better deploy those resources.

As a real estate development company, we seek to enhance the value of our real estate assets by undertaking targeted types of residential and commercial real estate development opportunities. These targeted opportunities are intended to meet market demand where historically we sold land for other developers to meet that market demand. As an operating company, we operate some of the finest hospitality assets that Northwest Florida has to offer. As an asset management company, we actively manage leasing operations and forestry operations to capture and enhance the value of our real estate assets. ~~As an operating company, we operate some of the finest resorts and leisure operations that Northwest Florida has to offer, including the award-winning WaterColor Inn.~~ Approximately 90% of our real estate ~~assets~~land holdings are located within fifteen miles of the Gulf of Mexico. For the year ended December 31, 2018, we estimate approximately 79% of our revenue was generated from sales, activities, and operations on approximately 2% of our land holdings.

We expect to use our land holdings, our cash and cash equivalents and investments to increase recurring revenue, while creating long-term value for our shareholders. We believe that our present ~~real estate holdings and~~ liquidity position and our land holdings 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 and 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.management.

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~~will 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,~~hospitality, (3) commercial leasing and sales and (4) forestry. ~~Prior to~~Commencing in the fourth quarter of ~~2017, commercial real estate~~2018, our previously titled “resorts and ~~leasing operations were treated as individual operating segments. See Note 1.~~ ~~Nature~~leisure” segment was retitled “hospitality,” with no effect on the condensed consolidated balance sheets, statements of ~~Operations~~income, statements of comprehensive income or statements of cash flows for ~~additional information.~~the periods presented.

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The following table sets forth the relative contribution of these operating segments to our consolidated operating ~~revenue during the three and six months ended June 30, 2018 and~~ ~~2017~~:revenue:

Three Months Ended June 30,

Six Months Ended June 30,

2018

2017

2018

2017

Segment Operating Revenue









Residential real estate (a)

57.0
%
15.3
%
50.9
%
13.5

%
Resorts and leisure

26.3
%
63.1
%
29.5
%
62.1

%
Commercial leasing and sales

6.6
%
15.8
%
9.2
%
17.7

%
Forestry

5.6
%
5.2
%
6.8
%
6.1

%
Other (b)

4.5
%
0.6
%
3.6
%
0.6

%
Consolidated operating revenue

100.0
%
100.0
%
100.0
%
100.0

%

~~(a)~~

~~Includes revenue of $23.1 million for the three and six months ended June 30, 2018 for~~ ~~a one-time payment of RiverTown impact fees related to the 2014 RiverTown real estate sale~~.

~~(b)~~

Other includes mitigation bank credit sales and title fee revenue. For the three and six months ended June 30, 2018, other includes revenue of $2.2 million related to a specific sale of mitigation bank credits.


	Three Months Ended March 31,
	2019		2018
Segment Operating Revenue
Residential real estate	21.0	%	35.4	%
Hospitality	46.6	%	37.5	%
Commercial leasing and sales	26.3	%	15.9	%
Forestry	5.4	%	10.0	%
Other	0.7	%	1.2	%
Consolidated operating revenue	100.0	%	100.0	%

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.~~sizes across a wide range of price points and sells homesites to builders or retail consumers. From time to time, our residential real estate segment also evaluates opportunities to ~~maximize value by selling~~sell some of our ~~resorts and leisure~~hospitality properties.

Below 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. As is true with all of our projects, what residential real estate will actually be developed, including the number of ~~units~~homesites that wewill ultimately ~~approve~~be approved 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 Watersound Origins communityis a ~~residential~~large scale, mixed use community in South Walton County, Florida with direct access to Lake Powell. The ~~project~~community has received government approval for 1,074 single family ~~units~~homesites with an additional multi-family component. ~~The Watersound Origins community currently includes a six-hole golf course,~~As of March 31, 2019, 371 homesites are fully developed, of which 345 have sold. Currently 305 homesites are under site development and clearing is ~~owned by us and operated by our resorts and leisure segment.~~in process for 466 homesites, the development of these 466 homesites will be completed in phases. As of March 31, 2019, we had 487 homesites under contract.

The Breakfast Point communityis a residential community in Panama City Beach, Florida. The ~~project~~community has received government approval for ~~368~~369 single family ~~units. In addition,~~homesites. As of March 31, 2019, 302 homesites are fully developed, all of which have sold. Currently 67 homesites are under site development, all of which were under contract with builders.

The Breakfast Point East community is a proposed residential community in Bay County, Florida adjacent ~~property~~ to ~~the~~and east of the Breakfast Point community. The community has received government approval for 1,760 single family ~~units~~homesites and 440 multi-family units. Planning and design is currently in process for Phase 1 of Breakfast Point East.

The SouthWood communityis a large scale, mixed use community located in Tallahassee, Florida. The ~~project~~community has received government approval for 4,770 residential ~~units, including~~homesites, which includes 2,074 single family ~~residences~~ and 2,696 ~~multi-family units. SouthWood also includes~~multi-family. To date, 2,697 homesites are sold. Engineering is currently in process for 68 homesites. As of March 31, 2019, we had 120 homesites under contract with two builders.

The WindMark Beach community is a ~~golf clubhouse, 18‑hole golf course~~residential community in Port St. Joe, Florida. The community has received governmental approval for 1,516 residential homesites. To date, 224 homesites are fully developed and sold. Currently, 94 homesites are under site development, all of which were under contract with a ~~town~~builder.

The Latitude Margaritaville Watersound community is a proposed 55+ residential community in Bay County, Florida with direct access to the Gulf Intracoastal Waterway. The community is proposed to be developed as a JV,

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subject to execution of definitive agreements, with our potential JV partner Minto Communities USA, a homebuilder and community developer. Planning, engineering, and permitting approvals are in process for the sales center ~~with dining, retail shops~~ and ~~offices.~~ first phase, which is estimated to include approximately 3,000 residential homesites.

The ~~SouthWood~~Titus Park and Brannonville communities are proposed residential communities located in east Bay County, Florida. These residential communities are proposed to be developed in multiple phases. Currently clearing is in process for 154 homesites in the Titus Park community and engineering is in process for Phase 1 of the Brannonville community.

The Park Place community is a proposed residential community located in the City of Callaway in east Bay County, Florida. This residential community is proposed to be developed in multiple phases. Planning and design are currently in process for Phase 1 of the Park Place community.

The Mexico Beach Village residential community is a proposed mixed use community located in the City of Mexico Beach in east Bay County, Florida. The residential component of this community is proposed to be developed in multiple phases. Planning and design are currently in process for this community.

The WaterColor community is a residential community located in South Walton County, Florida. Engineering is currently in process for a new residential phase of this community.

The Camp Creek community is a proposed residential community located in South Walton County, Florida. The community is adjacent to the Camp Creek Golf Club ~~was operated by our resorts~~ and ~~leisure segment~~is proposed to be developed in multiple phases. Engineering and ~~a portion~~permitting approvals are currently in process for Phase 1 of the ~~town center is leased and operated by our commercial leasing and sales segment. In July 2018, we sold the golf course and it is now owned and operated by a third party.~~Camp Creek residential community.

We have other residential communities, such as the SummerCamp Beach ~~RiverCamps, WindMark Beach~~ and ~~WaterColor~~RiverCamps communities that have homesites available for sale or future development. In addition, we have residential communities, such as WaterSound Beach, ~~and~~ WaterSound West Beach and Wild Heron that are substantially developed, ~~and the remaining developed and available~~with homesites in these communities ~~are~~ available for sale.

The ~~results of~~revenue resulting from our residential real estate ~~revenue~~operations may vary from period to period depending on the communities where ~~lots~~homesites are sold, as prices vary significantly by community. In addition, the majority of our sales are to homebuilders,

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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~~homesites and over 22 million square feet of retail, commercial, and industrial space 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~~holdings. Development of ~~these entitlements serving~~ the ~~active adult retirement market.~~ Bay-Walton Sector Plan is underway with the commencement of engineering for the Latitude Margaritaville Watersound community, engineering of the Camp Creek residential community and ongoing development of the Watersound Origins community.

We believe that there are growing retirement and workforce housing demographics in our region and that our development experience and the location, size and contiguous nature of our Northwest Florida land holdings provide us with strategic opportunities in these demographics.

~~Resorts and Leisure~~We had 773 residential homesites under contract as of March 31, 2019, which are expected to result in revenue of approximately $74.5 million at closing of the homesites, which are expected over the next several years. As of March 31, 2018 we had 141 residential homesites under contract, which are expected to result in revenue of approximately $5.9 million ($4.6 million has been realized through March 31, 2019). The increase is due to increased builder contracts for residential homesites.

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Hospitality

Our ~~resorts and leisure~~hospitality segment features hotel operations, ~~vacation rentals,~~lodging, restaurants, golf courses, a beach ~~club,~~clubs, marinas and other resort ~~amenities.~~ assets. Our ~~resorts and leisure~~hospitality segment operations are managed for us by a third party management company.

Resorts, Lodging and Other Management Services - We own and operate the award-winning WaterColor Inn, ~~an award winning boutique hotel,~~which includes the Fish Out of Water (“FOOW”) restaurant and the WaterSound ~~Inn, which provide guests with access to a beach club, spa, tennis center, an award-winning restaurant,~~Inn. We own and operate retail and commercial ~~space.~~outlets near our hospitality facilities, including the WaterColor Store. We also operate the award-winning The Pearl Hotel and Havana Beach Bar & Grille restaurant.

Clubs – Our private membership club, (“The Clubs by Joe”) provides members and guests in our hotels access to our resort facilities, which include the Camp Creek Golf Club, Shark’s Tooth Golf Club, and the WaterSound Beach Club. 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~~focused on creating a world class membership experience combined with the luxurious aspects of a four star/four diamond resort.Below is a description of some of our club properties, which are located in Northwest Florida. As is true with all of our projects, what hospitality 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.

We own and operate the WaterSound Beach Club which includes two pools, private beach access, a restaurant, kid’s room and a new recreation area. Currently our WaterSound Beach Club is under expansion, which includes adding an additional ~~properties that we~~restaurant.

We currently own and operate ~~as short term vacation rental property. Our short term vacation rental management business previously rented private homes owned by third parties~~three golf courses. The Shark’s Tooth Golf Club includes an 18-hole golf course, a full club house, featuring men’s and women’s locker rooms, a pro shop, two restaurants and a tennis center located in the ~~WaterColor, WaterSound Beach~~Wild Heron community. The Camp Creek Golf Club includes an 18-hole golf course, a pro shop and ~~surrounding communities to individuals who were vacationing~~a snack bar. The Origins Golf Club includes a six-hole golf course and a café located in the ~~area. As discussed in Note 7.~~ ~~Sale of Vacation Rental Management~~,Watersound Origins community.

During 2018, we sold the SouthWood Golf Club, as well as the SouthWood House and cottages. Prior to the sale these assets were owned and operated by our ~~short term vacation rental management business in December 2017.~~hospitality segment.

The Camp Creek Lifestyle Village is a proposed development that is planned to include a health and wellness center, teen room, casual café, tennis center, kid’s playground, leisure pool and a boutique inn.

Marinas - 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.~~Florida, Bay Point Marina and Port St. Joe Marina. Subsequent to the landfall of Hurricane Michael on October 10, 2018, the marinas remain closed due to significant damage requiring long-term restoration, which is currently underway. We maintain property and business interruption insurance on the impacted marina assets. See Note 6. Hurricane Michael for additional information.

From time to time, we may explore the sale of certain ~~resort and leisure~~hospitality properties, as well as the development of new ~~resort and leisure~~hospitality 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. These uses ~~including~~include a broad range of retail, office, hotel, assisted-living, multi-family and industrial ~~uses.~~properties. From time to time, our commercial leasing and sales segment also evaluates opportunities to ~~maximize value by selling~~sell some of our ~~resorts and leisure~~hospitality properties.

Below is a listing of some of our commercial leasing and sales properties. 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.

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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.~~constructed. As of March 31, 2019, Pier Park North JV had 320,310 net leasable square feet, of which 96.3% were under lease.

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 243,605 square feet of manufacturing and office space, which are currently under long-term leases that commenced in 2012 and 2017.

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Additionally, we are constructing a new approximately 60,000 square foot flex space building.

Beckrich Office Park. ~~We acquired~~Beckrich Office Park includes two office buildings ~~in April 2017,~~ located in Panama City Beach, Florida, with over 67,000 net leasable square feet, of which ~~53.6%~~95.2% were under lease as of March 31, 2019. Additionally, we are ~~currently under lease.~~developing a third office building and are constructing a new Starbucks building.

Pier Park Crossings. In April 2017, we formed the 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. Construction began in the second quarter of ~~2018.~~2018, with leasing to commence upon completion of the initial buildings.

Origins Town Center. The Origins Town Center is entitled for approximately 330,000 square feet of retail and entertainment space, as well as approximately 127,000 square feet of office space. In August 2018, we entered into a lease with Sacred Heart Health Systems to construct an approximately 6,500 square foot healthcare facility in the Origins Town Center. This is planned to be the first commercial project at this location and the project is currently in the permitting phase. In 2019, we formed the Origins Crossings JV to develop, manage and lease apartments in Watersound, Florida. The parties are working together to design, develop and construct Origins Crossings, a 217 unit apartment community. Additionally, we are currently designing a new multi-tenant commercial building.

Pier Park Northwest. Pier Park Northwest is entitled for hospitality and commercial uses. In the fall of 2017, we announced a JV with InterMountain Management, LLC, to construct and manage a TownePlace Suites by Marriott. Construction began in the fourth quarter of 2018 on the 124 room TownePlace Suites. This JV is unconsolidated and is accounted for under the equity method of accounting. Additionally, we are designing a new 18,000 square foot commercial building to be constructed on a portion of this site.

In addition to the properties listed above, we have a number of projects in the predevelopment stage. These include the Mexico Beach Village Apartments JV, the Busy Bee Convenience Store JV, the Topsail West restaurant, the WaterCrest Assisted Living JV at Topsail, a bank building at North Glades/Breakfast Point, the Beach Commerce Park Flex Space Building, and the Cedar Grove Commerce Park Flex Space Building.

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. Costs incurred as part of a sale of these lands may include the cost of timber, land, minimal development costs and selling costs. We also lease land within the forestry segment for hunting and other uses.

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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 condensed consolidated financial statements are set forth in Item 7 of our Annual Report on Form 10‑K for the year ended December 31, ~~2017.~~2018. There have been no significant changes in these policies during the first ~~six~~three months of ~~2018,~~2019, 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~~hospitality 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,~~of our hospitality operations, our residential real estate business is predominantly composed of sales to homebuilders, who tend to buy multiple ~~lots~~homesites in sporadic transactions, which impacts the variability in our results of operations. In addition, the ~~results of~~revenue resulting from our residential real estate ~~revenue~~operations may vary from period to period depending on the communities where ~~lots~~homesites 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.

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These variables have caused, and may continue to cause, our operating results to vary significantly from period to period.

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Results of Operations

Consolidated Results

The following table sets forth a comparison of the results of our ~~operations for the three and six months ended June 30, 2018 and 2017.~~operations:


	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
	2018		2017		2018		2017		2019		2018
	In millions								In millions
Revenue:
Real estate revenue	$	32.1	$	7.2	$	39.9	$	8.7	$	4.6	$	7.7
Resorts and leisure revenue		13.3		19.3		20.7		27.4
Hospitality revenue										7.4		7.1
Leasing revenue		3.1		2.8		6.1		5.4		3.5		3.4
Timber revenue		1.9		1.3		3.6		2.6		0.5		1.7
Total		50.4		30.6		70.3		44.1
Total revenue										16.0		19.9
Expenses:
Cost of real estate revenue		3.0		3.6		7.1		3.9		1.8		4.2
Cost of resorts and leisure revenue		9.8		14.9		16.8		23.7
Cost of hospitality revenue										7.1		6.7
Cost of leasing revenue		0.8		0.8		1.7		1.5		1.1		1.1
Cost of timber revenue		0.2		0.2		0.4		0.4		0.1		0.2
Other operating and corporate expenses		5.0		4.2		11.0		10.3		6.0		5.9
Depreciation, depletion and amortization		2.3		2.0		4.5		4.0		2.1		2.3
Total		21.1		25.7		41.5		43.8
Operating income		29.3		4.9		28.8		0.3
Total expenses										18.2		20.4
Operating loss										(2.2)		(0.5)
Other income (expense):
Investment income, net		6.0		14.3		9.6		24.7		6.0		3.6
Interest expense		(2.9)		(3.0)		(5.9)		(6.1)		(2.9)		(3.0)
Other income, net		0.2		0.3		0.5		4.1		1.7		0.3
Total other income, net		3.3		11.6		4.2		22.7		4.8		0.9
Income before income taxes		32.6		16.5		33.0		23.0		2.6		0.4
Income tax expense		(6.5)		(5.9)		(6.3)		(8.2)
Income tax (expense) benefit										(0.6)		0.2
Net income	$	26.1	$	10.6	$	26.7	$	14.8	$	2.0	$	0.6

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Real Estate Revenue and Gross Profit

The following table sets forth a comparison of our total real estate revenue and gross profit:


	Three Months Ended June 30,								Six Months Ended June 30,								Three Months Ended March 31,
	2018		% (1)		2017		% (1)		2018		% (1)		2017		% (1)		2019		% (1)		2018		% (1)
	Dollars in millions								Dollars in millions								Dollars in millions
Revenue:
Residential real estate revenue	$	5.6	17.4	%	$	4.7	65.3	%	$	12.6	31.6	%	$	6.0	69.0	%	$	3.4	73.9	%	$	7.0	90.9	%
RiverTown impact fees		23.1	72.0	%		—	—	%		23.1	57.9	%		—	—	%
Commercial real estate revenue		0.4	1.2	%		2.2	30.6	%		0.8	2.0	%		2.2	25.3	%		0.9	19.6	%		0.3	3.9	%
Rural land and other revenue		3.0	9.4	%		0.3	4.1	%		3.4	8.5	%		0.5	5.7	%		0.3	6.5	%		0.4	5.2	%
Real estate revenue	$	32.1	100.0	%	$	7.2	100.0	%	$	39.9	100.0	%	$	8.7	100.0	%	$	4.6	100.0	%	$	7.7	100.0	%

Gross profit:
Residential real estate	$	3.2	57.1	%	$	2.7	57.4	%	$	6.1	48.4	%	$	3.7	61.7	%	$	1.6	47.1	%	$	2.9	41.4	%
RiverTown impact fees		23.1	100.0	%		—	—	%		23.1	100.0	%		—	—	%
Commercial real estate		0.2	50.0	%		0.6	27.3	%		0.5	62.5	%		0.6	27.3	%		0.9	100.0	%		0.3	100.0	%
Rural land and other		2.6	86.7	%		0.3	100.0	%		3.1	91.2	%		0.5	100.0	%		0.3	100.0	%		0.3	75.0	%
Gross profit	$	29.1	90.7	%	$	3.6	50.0	%	$	32.8	82.2	%	$	4.8	55.2	%	$	2.8	60.9	%	$	3.5	45.5	%

(1)

Calculated percentage of total real estate revenue and the respective gross margin percentage.

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Residential Real Estate Revenue and Gross Profit. During the three months ended ~~June 30, 2018,~~March 31, 2019, residential real estate revenue ~~increased $0.9~~decreased $3.6 million, or ~~19.1%,~~51.4% to ~~$5.6~~$3.4 million, as compared to ~~$4.7~~$7.0 million during the same period in ~~2017,~~2018, and residential real estate gross profit ~~increased $0.5~~decreased $1.3 million, or ~~18.5%~~44.8%, to ~~$3.2~~$1.6 million, (or gross margin of ~~57.1%~~47.1%), as compared to ~~$2.7~~$2.9 million, (or gross margin of ~~57.4%~~41.4%), during the same period in ~~2017.~~ 2018. During the ~~six~~three months ended ~~June 30, 2018, residential real estate revenue increased $6.6 million, or 110.0%, to $12.6 million as~~March 31, 2019, we sold 31 homesites compared to ~~$6.0 million~~106 homesites during the same period in 2017, and gross profit increased $2.4 million, or 64.9%, to $6.1 million (or gross margin of 48.4%), as compared to $3.7 million (or gross margin of 61.7%), during the same period in 2017. During the three months ended June 30, 2018, we sold 37 lots compared to 32 lots during the same period in 2017. ~~During the six months ended June 30, 2018, we sold 143 lots compared to 34 lots during the same period in 2017.~~2018.

The number of ~~lots~~homesites sold varied each period due to the timing of builder contractual closing obligations and the timing of development of ~~finished lots~~completed homesites in our ~~primary~~ residential communities. The revenue and gross profit for each period was impacted by the volume of sales within each of the communities, ~~and~~ the difference in pricing among the ~~communities.~~

~~Included~~communities and the difference in ~~revenue from real estate sales for~~ the ~~three and six months ended June 30, 2018 is revenue~~cost of ~~$23.1 million for a one-time payment of RiverTown impact fees related to~~ the ~~2014 RiverTown real estate sale,~~ ~~resulting in a gross profit margin of 100.0%~~. homesite development.

Commercial Real Estate Revenue and Gross Profit. During the three months ended March 31, 2019, we had two commercial real estate sales totaling approximately 51 acres for $0.9 million, with de minimis cost of revenue resulting in a gross profit margin of approximately 100.0%. During the three months ended March 31, 2018, we had one commercial real estate sale totaling approximately 2 acres for $0.3 million, with de minimis cost of revenue resulting in a gross profit margin of approximately 100.0%. Revenue from commercial real estate can vary ~~drastically~~significantly from period to period depending on the proximity to developed areas and mix of commercial real estate sold in each period, with varying compositions of retail, office, industrial and other commercial uses. During the three months ended June 30, 2018, we had three commercial real estate sales totaling 2 acres for $0.4 million. During the six months ended June 30, 2018, we had four commercial real estate sales totaling 5 acres for $0.8 million. During the three and six months ended June 30, 2017, we had two commercial real estate sales totaling 24 acres for $2.2 million.

Rural Land and Other Revenue and Gross Profit. During the three months ended ~~June 30, 2018,~~March 31, 2019, we sold approximately 7720 acres of rural and timber land for ~~$0.7~~$0.2 million and mitigation bank credits for $2.3 million, resulting in a gross profit margin of approximately 86.7%. During the six months ended June 30, 2018, we sold approximately 94 acres of rural and timber land for $0.9 million and mitigation bank credits for $2.5 million, resulting in a gross profit margin of approximately 91.2%. ~~During the three months ended June 30, 2017, we sold approximately 46 acres of rural and timber land for~~ $0.1 million, ~~and mitigation bank credits for $0.2 million~~, with de minimis cost of revenue resulting in a gross profit margin of approximately 100.0%. During the ~~six~~three months ended ~~June 30, 2017,~~March 31, 2018, we sold

~~Table of Contents~~

approximately 8917 acres of rural and timber land for $0.2 million and mitigation bank credits for $0.2 million, ~~with de minimis cost of revenue~~ resulting in a gross profit margin of approximately ~~100.0%~~75.0%. Revenue from rural land can vary ~~drastically~~significantly from period to period.

Our gross margin can vary significantly from period to period depending on the characteristics of property sold. Sales of rural and timber land typically have a lower basis than residential and commercial real estate sales. In addition, our basis in residential and commercial real estate can vary depending on the amount of development or other costs spent on the property.

For additional information see the Segment Results sections for Residential Real Estate, Commercial Leasing and Sales and Forestry.

~~Resorts and Leisure~~Hospitality Revenue and Gross Profit


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
	In millions												In millions
Resorts and leisure revenue	$	13.3		$	19.3		$	20.7		$	27.4
Hospitality revenue													$	7.4		$	7.1
Gross profit	$	3.5		$	4.4		$	3.9		$	3.7		$	0.3		$	0.4
Gross margin		26.3	%		22.8	%		18.8	%		13.5	%		4.1	%		5.6	%

~~Resorts and leisure~~Hospitality revenue ~~decreased $6.0~~increased $0.3 million, or ~~31.1%~~4.2%, during the three months ended ~~June 30, 2018,~~March 31, 2019, as compared to the same period in ~~2017.~~2018. ~~In December 2017, we sold our short term vacation rental management business. For~~During the three months ended ~~June 30, 2017,~~March 31, 2019 hospitality revenue increased related to the ~~revenue for~~FOOW restaurant, which was closed during the ~~short term vacation rental business was $7.3 million. Excluding~~same period in 2018, the ~~impact~~opening of the ~~prior year short term vacation rental management business, the resorts and leisure revenue increased $1.3 million. The increase~~WaterColor Store in ~~revenue is primarily due to an increase of $0.9 million in club revenue related to membership and food and beverage revenue~~January 2019 and an increase ~~of $0.3 million~~in club membership revenue. These increases were offset by decreases in room revenue for the WaterColor Inn isfrom lower occupancy partially related to the WaterColor Beach Club being closed during the current period for renovations, golf revenue primarily ~~due~~related to ~~room revenue. Resorts~~the sale of the SouthWood Golf Club in the third quarter of 2018 and ~~leisure~~the impact of Hurricane Michael on the marinas. As of March 31, 2019 we had 1,146 members, compared with 1,009 members as of March 31, 2018. Hospitality had a gross margin during the three months ended ~~June 30, 2018~~March 31, 2019 of ~~26.3%~~4.1% compared to ~~22.8%~~5.6% during the same period in ~~2017.~~2018. The ~~increase is primarily due to increased membership revenue, room revenue and controlled expenses.~~

~~Resorts and leisure revenue decreased $6.7 million, or 24.5%, during the six months ended June 30, 2018, as compared to the same period in 2017.~~ For the six months ended June 30, 2017, the revenue for the short term vacation rental business was $9.3 million. Excluding the impact of the prior year short term vacation rental management business, the resorts and leisure revenue increased $2.6 million. The increase in revenue is primarily due to an increase of $1.7 million in club revenue related to membership and food and beverage revenue and an increase of $0.8 million for the WaterColor Inn is primarily due to room revenue. Resorts and leisure had a gross margin during the six months ended June 30, 2018 of 18.8% compared to 13.5% during the same period in 2017. The increase is primarily due to increased membership revenue, room revenue and controlled expenses.

~~Leasing Revenue and Gross Profit~~

Three Months Ended June 30,


Six Months Ended June 30,

2018

2017


2018

2017

In millions

Leasing revenue

$
3.1

$
2.8

$
6.1

$
5.4

Gross profit

$
2.3

$
2.0

$
4.4

$
3.9

Gross margin

74.2
%

71.4
%

72.1
%

72.2
%

Leasing revenue increased $0.3 million, or 10.7%, during the three months ended June 30, 2018, as compared to the same period in 2017. Leasing revenue increased $0.7 million, or 13.0%, during the six months ended June 30, 2018, as compared to the same period in 2017. This increasedecrease is primarily due to the ~~completed construction~~impact of a 138,605 square foot manufacturing facility, for which a long term lease commenced in December 2017, as well as increased rental revenue and new leases at other properties, while cost of leasing revenue remained essentially flat for each of the three and six month periods ended June 30, 2018 and 2017.

~~Table of Contents~~

~~Timber Revenue and Gross Profit~~

Three Months Ended June 30,

Six Months Ended June 30,

2018

2017


2018

2017


In millions

Timber revenue

$
1.9

$
1.3

$
3.6

$
2.6

Gross profit

$
1.7

$
1.1

$
3.2

$
2.2

Gross margin

89.5
%

84.6
%

88.9
%

84.6
%

Timber revenue increased $0.6 million, or 46.2%, during the three months ended June 30, 2018, as compared to the same period in 2017, due to an increase in the amount of tons sold, along with product and price mix changes. There were 112,000 tons sold during the three months ended June 30, 2018, as compared to 83,000 tons sold during the same period in 2017. Gross margin increased during the three months ended June 30, 2018 to 89.5%, as compared to 84.6% during the same period in 2017, due to the increase in timber revenue and price per ton. The cost of timber revenue is primarily fixed, which resulted in an increase to gross margin for the period.

Timber revenue increased $1.0 million, or 38.5%, during the six months ended June 30, 2018, as compared to the same period in 2017, due to an increase in the amount of tons sold, along with product and price mix changes. There were 214,000 tons sold during the six months ended June 30, 2018, as compared to 159,000 tons sold during the same period in 2017. Gross margin increased during the six months ended June 30, 2018 to 88.9%, as compared to 84.6% during the same period in 2017, due to the increase in timber revenue and price per ton. The cost of timber revenue is primarily fixed, which resulted in an increase to gross margin for the period.

~~Other Operating and Corporate Expenses~~

Three Months Ended June 30,

Six Months Ended June 30,

2018

2017

2018

2017

In millions

Employee costs

$
1.7

$
1.7

$
3.5

$
3.5

401(k) contribution

—

—

1.1

1.2

Property taxes and insurance

1.2

1.4

2.5

2.8

Professional fees

0.8

0.4

1.7

1.4

Marketing and owner association costs

0.3

0.3

0.6

0.6

Occupancy, repairs and maintenance

0.4

0.1

0.5

0.2

Other miscellaneous

0.6

0.3

1.1

0.6

Total other operating and corporate expenses

$
5.0

$
4.2

$
11.0

$
10.3

Other operating and corporate expenses increased by $0.8 million, or 19.0%, during the three months ended June 30, 2018, as compared to the same period in 2017. Other operating and corporate expenses included an increase in occupancy, repairs and maintenance of $0.3 million related to repairs at one of our residential communities and an increase in other miscellaneous of $0.3 million related to the timing of the 2018 non-employee director grant. The three months ended June 30, 2017, included a litigation settlement that resulted in the reimbursement of legal expenses of $0.7 million included within professional fees.

Other operating and corporate expenses increased by $0.7 million, or 6.8%, during the six months ended June 30, 2018, as compared to the same period in 2017. Other operating and corporate expenses for the six months ended June 30, 2018 included an increase in occupancy, repairs and maintenance of $0.3 million related to repairs at one of our residential communities and an increase in other miscellaneous of $0.5 million related to the timing of the 2018 non-employee director grant and other expenses. The six months ended June 30, 2017, included a litigation settlement that resulted in the reimbursement of legal expenses of $0.7 million included within professional fees.

Hurricane

Table of Contents

Michael on the marinas and lower occupancy at the WaterColor Inn, partially offset by an increase related to membership revenue.

~~Depreciation, Depletion~~Leasing Revenue and ~~Amortization~~Gross Profit


	Three Months Ended March 31,
	2019			2018
	In millions
Leasing revenue	$	3.5		$	3.4
Gross profit	$	2.4		$	2.3
Gross margin		68.6	%		67.6	%

~~The increase of $0.3~~Leasing revenue increased $0.1 million, ~~and $0.5 million in depreciation, depletion and amortization expenses~~or 2.9%, during the three ~~and six~~ months ended ~~June 30, 2018, respectively,~~March 31, 2019, as compared to the same period in ~~2017, was~~2018. This increase is primarily due to new leases at properties ~~acquired~~such as Pier Park North, Beckrich Office Park and WaterColor Crossings. The increase is partially offset by a decrease in leasing revenue related to the marinas which, subsequent to the landfall of Hurricane Michael on October 10, 2018, remain closed. Cost of leasing revenue remained essentially flat for each of the three month periods ended March 31, 2019 and 2018, which resulted in an increase to gross margin for the period.

Timber Revenue and Gross Profit


	Three Months Ended March 31,
	2019			2018
	In millions
Timber revenue	$	0.5		$	1.7
Gross profit	$	0.4		$	1.5
Gross margin		80.0	%		88.2	%

Timber revenue decreased $1.2 million, or ~~constructed~~70.6%, during ~~2017.~~the three months ended March 31, 2019, as compared to the same period in 2018, due to a decrease in the amount of tons sold, along with price decreases and product mix changes caused by Hurricane Michael’s significant market impact since landfall in October 2018. There were 30,000 tons sold during the three months ended March 31, 2019, as compared to 102,000 tons sold during the same period in 2018. Gross margin decreased during the three months ended March 31, 2019 to 80.0%, as compared to 88.2% during the same period in 2018, primarily due to decreases in sales price and volume.

Other Operating and Corporate Expenses


	Three Months Ended March 31,
	2019		2018
	In millions
Employee costs	$	1.8	$	1.8
401(k) contribution		1.1		1.1
Property taxes and insurance		1.2		1.3
Professional fees		1.1		0.8
Marketing and owner association costs		0.2		0.4
Occupancy, repairs and maintenance		0.3		0.1
Other miscellaneous		0.3		0.4
Total other operating and corporate expenses	$	6.0	$	5.9

Other operating and corporate expenses for the three months ended March 31, 2019 and 2018 were comparable.

Depreciation, Depletion and Amortization

Depreciation, depletion and amortization expense for the three months ended March 31, 2019 and 2018 were comparable.

Table of Contents

Investment Income, Net

Investment income, net primarily includes (i) interest and dividends earned, (ii) accretion of the net discount, (iii) net realized gain or loss from the sale of our available for-sale-investments, less other-than-temporary impairment loss, (iv) net unrealized gain or loss related to investments - equity securities, (v) interest income earned on the time deposit held by an SPE and (vi) interest earned on mortgage notes receivable and other receivables as detailed in the table below:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
	In millions								In millions
Interest and dividend income	$	2.3	$	4.0	$	5.2	$	8.6	$	1.8	$	2.9
Accretion income		0.2		0.4		0.4		1.3		0.1		0.2
Net realized gain (loss) on the sale of investments		—		7.7		(1.1)		10.9
Net realized loss on the sale of investments										—		(1.1)
Other-than-temporary impairment loss		—		—		(0.1)		(0.4)		—		(0.1)
Unrealized gain on investments, net		1.3		—		0.7		—
Unrealized gain (loss) on investments, net										2.0		(0.5)
Interest income from investments in SPEs		2.0		2.1		4.1		4.1		2.0		2.1
Interest accrued on notes receivable and other interest		0.2		0.1		0.4		0.2		0.1		0.1
Total investment income, net	$	6.0	$	14.3	$	9.6	$	24.7	$	6.0	$	3.6

Investment income, net ~~decreased $8.3~~increased $2.4 million to $6.0 million for the three months ended ~~June 30, 2018,~~March 31, 2019, as compared to ~~$14.3~~$3.6 million for the three months ended ~~June 30, 2017. Investment income, net decreased $15.1 million to $9.6 million for the six~~March 31, 2018. The three months ended ~~June 30, 2018, as compared~~March 31, 2019 includes unrealized gains related to ~~$24.7~~preferred stock of $2.0 million ~~for the six~~. The three months ended ~~June 30, 2017.~~ March 31, 2018 includes a realized loss on the sale of certain corporate debt securities of $1.1 million, unrealized losses related to preferred stock of $0.5 million and an other-than-temporary impairment loss of $0.1 million related to corporate debt securities.

The decrease in interest and dividend income ~~and accretion income~~ for the three ~~and six~~ months ended ~~June 30, 2018,~~March 31, 2019, as compared to the same period in ~~2017, was~~2018, is primarily due ~~primarily~~ to ~~the~~a reduction in investments held during the period. The decrease in investments during these periods is primarily related to the repurchase of common stock during ~~2017~~2018 and ~~2018~~2019 under ~~our~~the Stock Repurchase Program.

~~Investment income, net~~ See Note 14. Stockholders’ Equity and Part II – Other Information of this quarterly report for ~~the three months ended June 30, 2018 includes unrealized gains of $1.3 million~~additional information regarding common stock repurchases related to ~~preferred stock. Investment income, net for~~ the ~~three months ended June 30, 2017 includes the sale of certain corporate debt securities and preferred stock at a realized gain of $7.7 million.~~

Investment income, net for the six months ended June 30, 2018 includes unrealized gains of $0.7 million related to preferred stock, offset by the sale of certain corporate debt securities and preferred stock at a realized loss of $1.1 million and an other-than-temporary impairment loss for credit-related loss of $0.1 million. Investment income, net for the six months ended June 30, 2017 includes the sale of certain corporate debt securities and preferred stock at a realized gain of $10.9 million, partially offset by an other-than-temporary impairment loss for credit-related loss of $0.4 million.

~~Table of Contents~~

Stock Repurchase Program.

Interest Expense

Interest expense primarily includes interest expense on ~~our~~ CDD debt, the Senior Notes issued by Northwest Florida Timber Finance, LLC, the PPN JV Loan, construction loans for commercial leasing properties and ~~Pier Park Outparcel Construction Loan~~finance leases as detailed in the table below:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
	In millions								In millions
Interest expense and amortization of discount and issuance costs for Senior Notes issued by SPE	$	2.2	$	2.2	$	4.4	$	4.4	$	2.2	$	2.2
Other interest expense		0.7		0.8		1.5		1.7		0.7		0.8
Total interest expense	$	2.9	$	3.0	$	5.9	$	6.1	$	2.9	$	3.0

Table of Contents

Other Income, Net

Other income, net primarily includes gain on land contribution, income from our retained interest investments, insurance ~~settlement~~ proceeds, hurricane expenses and other ~~income and~~ expense items as detailed in the table below:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
	In millions								In millions
Gain on land contribution									$	1.5	$	—
Accretion income from retained interest investments	$	0.3	$	0.3	$	0.6	$	0.5		0.3		0.3
Miscellaneous (expense) income, net		(0.1)		—		(0.1)		3.6
Insurance proceeds										0.3		—
Hurricane expense										(0.3)		—
Miscellaneous expense, net										(0.1)		—
Other income, net	$	0.2	$	0.3	$	0.5	$	4.1	$	1.7	$	0.3

Other income, net ~~decreased $3.6~~increased $1.4 million during the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019 as compared to the same period in ~~2017. During~~2018. The increase is primarily related to a gain of $1.5 million on land contributed to our unconsolidated Pier Park TPS JV during the ~~six~~three months ended ~~June 30, 2017, we negotiated an insurance settlement that resulted in~~March 31, 2019. See Note 9, Real Estate Joint Ventures for additional information. Insurance proceeds ~~of $3.5 million, included within miscellaneous income, net,~~and hurricane expense for ~~reimbursement of certain attorney fees and~~the three months ended March 31, 2019 are related ~~costs.~~to Hurricane Michael. See Note 6. Hurricane Michael for additional information.

Income Tax ~~Expense~~

The Tax Act was enacted on December 22, 2017, changing many aspects of U.S. corporate income taxation including reducing the U.S. federal corporate tax rate from 35.0% to 21.0% for tax years beginning after December 31, 2017. We recognized the tax effects of the Tax Act during the year ended December 31, 2017, which included a $33.5 million benefit from the reassessment of net deferred tax balances to reflect the newly enacted tax rate.(Expense) Benefit

We recorded income tax expense of ~~$6.5~~$0.6 million during the three months ended ~~June 30, 2018,~~March 31, 2019, as compared to ~~$5.9~~income tax benefit of $0.2 million during the same period in ~~2017.~~2018. Our effective tax rate was ~~20.0%~~25.0% for the three months ended ~~June 30, 2018,~~March 31, 2019, as compared to ~~35.4%~~(49.0%) during the same period in ~~2017.~~

We recorded income tax expense of $6.3 million during the six months ended June 30, 2018, as compared to $8.2 million during the same period in 2017. Our effective tax rate was 18.9% for the six months ended June 30, 2018, as compared to 35.1% during the same period in 2017.2018.

Our effective rate for 2019 differed from the federal statutory rate of 21.0% primarily due to the impact of state taxes and other permanent differences. The effective tax rate for 2018 differed from the federal statutory rate of 21.0% primarily due to the ~~effect~~2018 renewal of the Qualified Timber Gain preferential rate retroactively applied to our tax year 2017, ~~qualified timber gains,~~the impact of state taxes ~~changes in permanent book to tax difference~~ and changes in the valuation allowance. The effective tax rate for 2017 differed from the federal statutory rate of 35.0% primarily due to the impact of state taxes, changes in the valuation allowance and changes in permanent book to tax differences. In ~~the~~ future periods, we expect that our effective rate will be closer to the statutory ~~rate.~~rate adjusted for state taxes and other permanent differences.

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Table of Contents

Segment Results

Residential Real Estate

The table below sets forth the results of operations of our residential real estate ~~segment for the three and six months ended June 30, 2018 and 2017:~~segment:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
	In millions								In millions
Revenue:
Real estate revenue	$	5.1	$	4.1	$	11.5	$	5.0	$	3.1	$	6.4
Other revenue		23.6		0.6		24.3		1.0		0.3		0.6
Total revenue		28.7		4.7		35.8		6.0		3.4		7.0
Expenses:
Cost of real estate and other revenue		2.4		2.0		6.5		2.3		1.8		4.1
Other operating expenses		1.2		0.6		2.4		2.0		1.2		1.2
Depreciation and amortization		—		—		0.1		0.1
Total expenses		3.6		2.6		9.0		4.4		3.0		5.3
Operating income		25.1		2.1		26.8		1.6		0.4		1.7
Other (expense) income:
Other income (expense):
Investment income, net										—		0.1
Interest expense		(0.2)		(0.3)		(0.5)		(0.6)		(0.2)		(0.3)
Other income, net		0.1		0.1		0.2		0.2
Total other expense, net		(0.1)		(0.2)		(0.3)		(0.4)		(0.2)		(0.2)
Income before income taxes	$	25.0	$	1.9	$	26.5	$	1.2	$	0.2	$	1.5

Real estate revenue includes sales of ~~homes,~~ homesites, ~~and~~ other residential land and certain ~~lot~~homesite residuals from homebuilder sales that provide us a percentage of the sale price of the completed home if the home price exceeds a negotiated threshold. Other revenue includes tap and impact fee credits sold and marketing ~~fees and brokerage~~ fees. ~~Other revenue for the three and six months ended June 30, 2018 includes $23.1 million for a one-time payment of RiverTown impact fees related to the 2014 RiverTown real estate sale, see Note 17.~~ ~~Segment Information~~ ~~for additional information.~~ For the three ~~and six~~ months ended ~~June 30,~~March 31, 2019and 2018, real estate revenue includes ~~approximately $0.2~~$0.1 million and ~~$0.6~~$0.4 million, respectively, of estimated ~~lot~~homesite residuals and other revenue includes ~~approximately $0.2~~less than $0.1 million and ~~$0.5~~$0.3 million, respectively, of certain estimated fees related to homebuilder homesite sales that were recognized as revenue at the point in time of the sale. ~~See Note 17.~~ ~~Segment Information~~ ~~for additional information regarding the impact of the adoption of Topic 606 on lot residuals and certain fees.~~ Cost of real estate revenue includes direct costs (e.g., development and construction costs), selling costs and other indirect costs (e.g., development overhead, capitalized interest and project administration costs).

Three Months Ended ~~June 30, 2018~~March 31, 2019 Compared to the Three Months Ended ~~June 30, 2017~~March 31, 2018

The following table sets forth our residential real estate revenue and cost of revenue activity:

Three Months Ended June 30, 2018

Three Months Ended June 30, 2017


Unit



Cost of

Gross

Gross

Units



Cost of

Gross

Gross

Sold

Revenue

Revenue

Profit

Margin

Sold

Revenue

Revenue

Profit

Margin

Dollars in millions

Homesites

37

$
5.1

$
2.1

$
3.0

58.8
%
32

$
4.1

$
1.8

$
2.3

56.1
%


	Three Months Ended March 31, 2019									Three Months Ended March 31, 2018
	Units			Cost of		Gross		Gross		Units			Cost of		Gross		Gross
	Sold	Revenue		Revenue		Profit		Margin		Sold	Revenue		Revenue		Profit		Margin
	Dollars in millions
Homesites	31	$	3.1	$	1.6	$	1.5	48.4	%	106	$	6.4	$	3.9	$	2.5	39.1	%

Homesites. Revenue from homesite sales ~~increased $1.0~~decreased $3.3 million, or ~~24.4%~~51.6%, during the three months ended ~~June 30, 2018,~~March 31, 2019, as compared to the same period in ~~2017,~~2018, primarily due to the mix and number of homesites sold ~~and~~per community, the timing of builder contractual closing obligations and the timing of development of ~~finished lots~~completed homesites in our ~~primary~~ residential communities such as Watersound Origins, Breakfast Point and SouthWood. During the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ the average revenue per homesite sold was approximately ~~$125,000~~$88,000 and ~~$111,000,~~$56,000 respectively, due to the ~~location~~mix of sales from different communities, which included the ~~homesites. Gross margin increased to 58.8%~~sale of 46 undeveloped homesites within the SouthWood community during the three months ended ~~June 30,~~March 31, 2018, with no comparable undeveloped homesite sales during the same period in 2019. Gross margin increased to 48.4% during the three months ended March 31, 2019, as compared to 39.1% during the same period in 2018, primarily due to the mix and number of homesites sold during each respective period.

4546

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~~compared to 56.1% during the same period in 2017, primarily due to the mix of homesites sold during each respective period.~~

Investment income, net primarily consists of 2017, a litigation settlement resulted in the reimbursement of legal expenses of $0.7 million, which is reflected in other operating expenses for the three months ended June 30, 2017. Other operating expenses increased $0.6 million during the three months ended June 30, 2018, as compared to the same period in 2017, primarily due to the legal expense reimbursement noted above.

interest earned on our mortgage notes receivable. Interest expense consists of interest expense on our portion of the total outstanding CDD debt. ~~Other income primarily consists of interest earned on our mortgage notes receivable and other miscellaneous income.~~

~~Six Months Ended June 30, 2018 Compared to the Six Months Ended June 30, 2017~~

~~The following table sets forth our residential real estate revenue and cost of revenue activity:~~

Six Months Ended June 30, 2018

Six Months Ended June 30, 2017


Units



Cost of

Gross

Gross

Units



Cost of

Gross

Gross

Sold

Revenue

Revenue

Profit

Margin

Sold

Revenue

Revenue

Profit

Margin

Dollars in millions

Homesites

143

$
11.5

$
6.1

$
5.4

47.0
%
34

$
5.0

$
1.9

$
3.1

62.0
%

~~Homesites~~. Revenue from homesite sales increased $6.5 million, or 130.0%, during the six months ended June 30, 2018, as compared to the same period in 2017, primarily due to the mix and number of homesites sold and the timing of builder contractual closing obligations and the timing of development of finished lots in our primary residential communities such as Watersound Origins, Breakfast Point and SouthWood. During the six months ended June 30, 2018 and 2017, the average revenue per homesite sold was approximately $74,000 and $122,000 respectively, due to the location of the homesites, which includes the sale of 46 undeveloped lots within the SouthWood community during the six months ended June 30, 2018, with no comparable undeveloped lot sales during the same period in 2017. Gross margin decreased to 47.0% during the six months ended June 30, 2018, as compared to 62.0% during the same period in 2017, primarily due to the mix of homesites sold during each respective period.

Other operating expenses include salaries and benefits, property taxes, marketing, professional fees, project administration, support personnel, owner association and CDD assessments and other administrative expenses. In the second quarter of 2017, a litigation settlement resulted in the reimbursement of legal expenses of $0.7 million, which is reflected in other operating expenses for the six months ended June 30, 2017. Other operating expenses increased $0.4 million during the six months ended June 30, 2018, as compared to the same period in 2017, primarily due to the legal expense reimbursement noted above along with decreases in professional fees and property taxes.

Interest expense consists of interest expense on our portion of the total outstanding CDD debt. Other income primarily consists of interest earned on our mortgage notes receivable and other miscellaneous income.

~~Table of Contents~~

~~Resorts and Leisure~~Hospitality

The table below sets forth the results of operations of our ~~resorts and leisure segment for the three and six months ended June 30, 2018 and 2017:~~hospitality segment:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
	In millions								In millions
Revenue:
Resorts and leisure revenue	$	13.3	$	19.3	$	20.7	$	27.4
Hospitality revenue									$	7.4	$	7.1
Leasing revenue										0.1		0.4
Total revenue										7.5		7.5
Expenses:
Cost of resorts and leisure revenue		9.8		14.9		16.8		23.7
Cost of hospitality revenue										7.1		6.7
Cost of leasing revenue										0.1		0.3
Other operating expenses		0.1		0.1		0.3		0.2		0.2		0.2
Depreciation		0.9		0.9		1.8		1.9		0.9		0.9
Total expenses		10.8		15.9		18.9		25.8		8.3		8.1
Operating income		2.5		3.4		1.8		1.6
Other income		—		—		0.1		—
Income before income taxes	$	2.5	$	3.4	$	1.9	$	1.6
Operating loss										(0.8)		(0.6)
Other income, net										—		0.1
Loss before income taxes									$	(0.8)	$	(0.5)

Three Months Ended ~~June 30, 2018~~March 31, 2019 Compared to the Three Months Ended ~~June 30, 2017~~March 31, 2018

The following table sets forth details of our ~~resorts and leisure~~hospitality segment revenue and cost of revenue:


	Three Months Ended June 30, 2018						Three Months Ended June 30, 2017						Three Months Ended March 31, 2019						Three Months Ended March 31, 2018
			Gross		Gross				Gross		Gross				Gross						Gross
	Revenue		Profit		Margin		Revenue		Profit		Margin				(Deficit)		Gross				(Deficit)		Gross
	In millions												Revenue		Profit		Margin		Revenue		Profit		Margin
Resorts, vacation rentals and other management services	$	7.2	$	2.1	29.2	%	$	14.2	$	3.4	23.9	%
													In millions
Resorts, lodging and other management services													$	3.8	$	(0.5)	(13.2)	%	$	3.4	$	(0.4)	(11.8)	%
Clubs		5.2		1.2	23.1	%		4.3		0.8	18.6	%		3.7		1.0	27.0	%		3.6		0.8	22.2	%
Marinas		0.9		0.2	22.2	%		0.8		0.2	25.0	%		—		(0.2)	—	%		0.5		0.1	20.0	%
Total	$	13.3	$	3.5	26.3	%	$	19.3	$	4.4	22.8	%	$	7.5	$	0.3	4.0	%	$	7.5	$	0.5	6.7	%

Revenue from resorts, ~~vacation rentals~~lodging and other management services ~~decreased $7.0~~increased $0.4 million, or ~~49.3%~~11.8%, during the three months ended ~~June 30, 2018,~~March 31, 2019, as compared to the same period in ~~2017.~~ In December 2017, we sold our short term vacation rental management business. For the three months ended June 30, 2017, the revenue for the short term vacation rental business was $7.3 million. Excluding the impact of the prior year short term vacation rental management business, the revenue from resorts, vacation rentals and other management services increased $0.3 million, primarily due to an2018. The increase in ~~room~~ revenue atis primarily related to the ~~WaterColor Inn. Our gross margin improved by 5.3% to a gross margin of 29.2%~~FOOW restaurant, which was closed during the three months ended ~~June 30,~~March 31, 2018 and the opening of the WaterColor Store in January 2019. The increase in revenue was partially offset by a decrease in room revenue for the WaterColor Inn from lower occupancy partially related to the WaterColor Beach Club being closed during the period.Our gross margin decreased by 1.4% to a negative gross margin of 13.2% during the three months ended March 31, 2019, as compared to ~~23.9%~~a negative gross margin of 11.8% during the same period in ~~2017.~~

~~Revenue from our clubs increased $0.9 million, or 20.9%,~~2018. The decrease in gross margin was primarily due to lower occupancy at the WaterColor Inn and the WaterColor Beach Club being closed during the three months ended ~~June 30,~~March 31, 2019 for renovations.

Revenue from our clubs were comparable during the three months ended March 31, 2019 and 2018, ~~as compared to the same period in 2017, primarily~~which included an increase related to an increase in the number of members and membership ~~revenue. Our gross margin also increased to 23.1% during the three months ended June 30, 2018 compared to~~revenue, offset by a ~~gross margin of 18.6% during the same period~~decrease in ~~2017. The increase in gross margin was~~golf revenue primarily ~~due~~related to the ~~increase~~sale of the SouthWood Golf Club in ~~membership revenue.~~

~~Other operating expenses include salaries and benefits, occupancy fees, professional fees and other administrative expenses.~~

the third quarter of 2018. As of March 31, 2019 we

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~~Six Months Ended June 30, 2018 Compared to the Six Months Ended June 30, 2017~~

~~The following table sets forth details~~had 1,146 members, compared with 1,009 members as of ~~our resorts and leisure revenue and cost of revenue:~~

Six Months Ended June 30, 2018

Six Months Ended June 30, 2017




Gross

Gross



Gross

Gross

Revenue

Profit

Margin

Revenue

Profit

Margin

In millions

Resorts, vacation rentals and other management services

$
10.6

$
1.7

16.0
%
$
19.1

$
2.7

14.1
%
Clubs

8.7

1.9

21.8
%

7.0

0.7

10.0
%
Marinas

1.4

0.3

21.4
%

1.3

0.3

23.1
%
Total

$
20.7

$
3.9

18.8
%
$
27.4

$
3.7

13.5
%

~~Revenue from resorts, vacation rentals and other management services decreased $8.5 million, or 44.5%, during the six months ended June 30, 2018, as compared to the same period in 2017.~~March 31, 2018. For the six months ended June 30, 2017, the revenue for the short term vacation rental business was $9.3 million. Excluding the impact of the prior year short term vacation rental management business, the revenue from resorts, vacation rentals and other management services increased $0.8 million, primarily due to an increase in room revenue at the WaterColor Inn. Our gross margin improved by 1.9% to a gross margin of 16.0% during the six months ended June 30, 2018, as compared to 14.1% during the same period in 2017.

Revenue from our clubs increased $1.7 million, or 24.3%, during the six months ended June 30, 2018, as compared to the same period in 2017, primarily related to an increase in the number of members and membership revenue. Our gross margin also increased to ~~21.8%~~27.0% during the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 compared to ~~10.0%~~22.2% during the same period in ~~2017.~~2018. The increase in gross margin was primarily due to the increase in membership revenue.

Revenue from our marinas decreased $0.5 million, or 100.0% during the three months ended March 31, 2019, as compared to the same period in 2018, due to the impact of Hurricane Michael on the marinas. Subsequent to the landfall of Hurricane Michael on October 10, 2018, the marinas remain closed. We maintain property and business interruption insurance on the impacted marina assets. See Note 6. Hurricane Michael for additional information.

Our hospitality segment gross margin was 4.0% during the three months ended March 31, 2019, as compared to 6.7% during the same period in 2018. The decrease is primarily due to the impact of Hurricane Michael on the marinas and lower occupancy at the WaterColor Inn, partially offset by an increase related to membership revenue.

Other operating expenses include salaries and benefits, occupancy fees, professional fees and other administrative expenses.

Commercial Leasing and Sales

The table below sets forth the results of operations of our commercial leasing and sales ~~segment for the three and six months ended June 30, 2018 and 2017:~~segment:

Three Months Ended June 30,

Six Months Ended June 30,

2018

2017

2018

2017


In millions

Revenue:









Leasing revenue

$
2.9

$
2.7

$
5.7

$
5.0

Commercial real estate revenue

0.4

2.2

0.8

2.2

Total revenue

3.3

4.9

6.5

7.2

Expenses:









Cost of leasing revenue

0.8

0.8

1.7

1.5

Cost of commercial real estate revenue

0.2

1.6

0.2

1.6

Other operating expenses

0.9

0.8

1.6

1.6

Depreciation and amortization

1.1

0.9

2.2

1.6

Total expenses

3.0

4.1

5.7

6.3

Operating income

0.3

0.8

0.8

0.9

Interest expense

(0.5)

(0.5)

(1.1)

(1.1)

(Loss) income before income taxes

$
(0.2)

$
0.3

$
(0.3)

$
(0.2)

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~~The total net rentable square feet and percentage leased of leasing properties by location at June 30, 2018 and December 31, 2017 are as follows:~~

June 30, 2018

December 31, 2017




Net



Net


Rentable

Rentable

Square

Percentage

Square

Percentage

Location

Feet

Leased

Feet

Leased

Pier Park North JV

Bay County, FL

320,310

96
%
320,310

96
%

Venture Crossings (1)

Bay County, FL

243,605

100
%
243,605

100
%

Beckrich Office Park

Bay County, FL

67,108

54
%
67,108

52
%

WindMark Beach Commercial (2)

Gulf County, FL

48,035

50
%
48,035

27
%

SouthWood Town Center (3)

Leon County, FL

34,230

85
%
34,412

85
%

WaterColor Town Center (3)

Walton County, FL

22,532

100
%
22,532

100
%

Port St. Joe Commercial

Gulf County, FL

18,107

100
%
18,107

100
%

Beach Commerce Park

Bay County, FL

14,700

78
%
14,700

63
%

SummerCamp Commercial

Franklin County, FL

13,000

0
%
13,000

0
%

WaterSound Gatehouse

Walton County, FL

12,624

100
%
12,624

100
%

395 Office building

Walton County, FL

6,700

100
%
6,700

100
%

Pier Park outparcel

Bay County, FL

5,565

100
%
5,565

100
%

Wetappo

Gulf County, FL

N/A

N/A
%
4,900

100
%

WaterColor HOA Office (4)

Walton County, FL

1,244

100
%
1,244

100
%

WaterSound Origins

Walton County, FL

760

100
%
760

100
%



808,520

89
%
813,602

87
%

~~(1)~~

~~During 2017, we completed construction of a 138,605 square foot manufacturing facility, for which we have a long term lease that commenced on December 1, 2017.~~

~~(2)~~

~~Included in net rentable square feet as of June 30, 2018 and December 31, 2017, is 13,808 square feet of unfinished space.~~

~~(3)~~

~~In addition to net rentable square feet, there is also space that we occupy or that serves as common area.~~

~~(4)~~

In addition to net rentable square feet, there is an additional 1,276 square feet that currently serves as common area, but is subject to an agreement whereby the current lessee will expand their lease in 2019 to include the entire building.


	Three Months Ended March 31,
	2019		2018
	In millions
Revenue:
Leasing revenue	$	3.3	$	2.8
Commercial real estate revenue		0.9		0.3
Total revenue		4.2		3.1
Expenses:
Cost of leasing revenue		0.9		0.8
Cost of commercial real estate revenue		0.1		—
Other operating expenses		0.7		0.7
Depreciation and amortization		1.1		1.2
Total expenses		2.8		2.7
Operating income		1.4		0.4
Other (expense) income:
Interest expense		(0.6)		(0.5)
Other income, net		1.7		—
Total other income (expense), net		1.1		(0.5)
Income (loss) before income taxes	$	2.5	$	(0.1)

Three ~~and Six~~ Months Ended ~~June 30, 2018~~March 31, 2019 Compared to the Three ~~and Six~~ Months Ended ~~June 30, 2017~~March 31, 2018

Leasing revenue increased ~~$0.2~~$0.5 million, or ~~7.4%~~17.9%, during the three months ended ~~June 30, 2018,~~March 31, 2019, as compared to the same period in ~~2017. Leasing revenue increased $0.7 million, or 14.0%, during the six months ended June 30, 2018, as compared to the same period in 2017.~~2018. This increase is primarily due to ~~the completed construction of a 138,605 square foot manufacturing facility, for which a long term lease commenced in December 2017, as well as increased rental revenue and~~ new leases at ~~other~~ properties such as Pier Park North, Beckrich Office Park and WaterColor Crossings. Leasing gross margin increased during the three months ended March 31, 2019 to 72.7%, as compared to 71.4% during the same period in 2018. The increase in gross margin was due to an increase in leasing revenue, while the cost of leasing revenue ~~remained~~remaining essentially flat for each of the three months ended March 31, 2019 and ~~six month periods ended June 30, 2018 and 2017.~~2018. As of ~~June 30,~~March 31, 2019, we had net rentable square feet of approximately 811,000, of which approximately 755,000 square feet was under lease. As of March 31, 2018, we had net rentable square feet of approximately ~~809,000,~~813,000, of which approximately ~~719,000~~720,000 square feet was under lease. ~~As of June 30, 2017, we had net rentable square feet of approximately 671,000, of which approximately 561,000 square feet was under lease.~~

Commercial real estate revenue can vary depending on the proximity to developed areas and the mix and characteristics of commercial real estate sold in each period, with varying compositions of retail, office, industrial and other commercial uses. During the three months ended June 30, 2018 we had three commercial real estate sales totaling approximately 2 acres for $0.4 million. During the six months ended June 30, 2018 we had four commercial real estate sales totaling approximately 5 acres for $0.8 million. During the three and six months ended June 30, 2017,March 31, 2019 we had two commercial real estate sales totaling

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approximately 51 acres for $0.9 million, with di minimis cost of revenue resulting in a gross profit margin of approximately 100.0%. During the three months ended March 31, 2018, we had one commercial real estate sale totaling approximately 242 acres for ~~$2.2 million.~~$0.3 million, with di minimis cost of revenue resulting in a gross profit margin of approximately 100.0%. As our focus continues to evolve more towards recurring revenue from leasing operations, we expect to have limited commercial real estate sales.

Other operating expenses include salaries and benefits, property taxes, CDD assessments, insurance, professional fees, marketing, project administration and other administrative expenses.

Interest expense primarily includes interest expense from the PPN JV Loan, construction loans for commercial leasing properties and interest expense on the CDD debt.

Other income, net for the three months ended March 31, 2019 includes a gain of $1.5 million on land contributed to our unconsolidated Pier Park TPS JV. See Note 9, Real Estate Joint Ventures for additional information.

The total net rentable square feet and percentage leased of leasing properties by location are as follows:


		March 31, 2019			December 31, 2018
		Net			Net
		Rentable			Rentable
		Square	Percentage		Square	Percentage
	Location	Feet	Leased		Feet	Leased
Pier Park North JV	Bay County, FL	320,310	96	%	320,310	96	%
VentureCrossings	Bay County, FL	243,605	100	%	243,605	100	%
Beckrich Office Park	Bay County, FL	67,108	95	%	67,108	96	%
WindMark Beach Commercial (1)	Gulf County, FL	49,260	56	%	49,260	56	%
SouthWood Town Center (2)	Leon County, FL	34,230	85	%	34,230	85	%
WaterColor Town Center (2) (3)	Walton County, FL	21,200	100	%	21,200	100	%
Port St. Joe Commercial	Gulf County, FL	15,524	100	%	15,524	100	%
Beach Commerce Park	Bay County, FL	14,700	100	%	14,700	100	%
SummerCamp Commercial	Franklin County, FL	13,000	0	%	13,000	0	%
WaterSound Gatehouse (2) (4)	Walton County, FL	11,515	88	%	13,049	100	%
WaterColor Crossings	Walton County, FL	7,135	100	%	7,135	100	%
395 Office building	Walton County, FL	6,700	100	%	6,700	100	%
Pier Park outparcel	Bay County, FL	5,565	100	%	5,565	100	%
WaterColor HOA Office (5)	Walton County, FL	1,244	100	%	1,244	100	%
		811,096	93	%	812,630	93	%

(1)

Included in net rentable square feet as of March 31, 2019 and December 31, 2018, is 13,808 square feet of unfinished space.

(2)

In addition to net rentable square feet, there is also space that we occupy or that serves as common area.

(3)

In addition to net rentable square feet, there is an additional 1,332 square feet that was repurposed during the fourth quarter of 2018 into a new store operated by us.

(4)

In addition to net rentable square feet, there is an additional 1,534 square feet being repurposed into a new store that will be operated by us, as well as office space we will occupy. The space was previously under a third party lease that expired during the first quarter of 2019.

(5)

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The increase of $0.2 million and $0.6 million in depreciation and amortization expense during the three and six months ended June 30, 2018, respectively, as compared to the same period in 2017, was primarily due to properties acquired or constructed during 2017.

~~Interest expense primarily includes interest expense from the PPN JV Loan, Pier Park Outparcel Construction Loan and interest expense on our CDD debt.~~

Forestry

The table below sets forth the results of operations of our forestry ~~segment for the three and six months ended June 30, 2018 and 2017:~~segment:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
	In millions								In millions
Revenue:
Timber revenue	$	1.9	$	1.3	$	3.5	$	2.6	$	0.5	$	1.6
Real estate revenue - other rural land revenue		0.7		0.1		0.9		0.3		0.2		0.2
Leasing revenue		0.2		0.2		0.4		0.4		0.2		0.2
Total revenue		2.8		1.6		4.8		3.3		0.9		2.0
Expenses:
Cost of timber revenue		0.2		0.2		0.4		0.4		0.1		0.2
Cost of real estate revenue - other rural land revenue		0.1		—		0.2		—		—		—
Other operating expenses		0.1		0.1		0.2		0.2		0.1		0.1
Depreciation and depletion		0.2		0.2		0.3		0.3		0.1		0.2
Total expenses		0.6		0.5		1.1		0.9		0.3		0.5
Income before income taxes	$	2.2	$	1.1	$	3.7	$	2.4	$	0.6	$	1.5

The total tons sold and relative percentage of total tons sold by major type of timber revenue ~~for the three and six months ended June 30, 2018 and 2017~~ are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Pine pulpwood	65,000	58.0	%	61,000	73.5	%	135,000	63.1	%	114,000	71.7	%	6,000	20.0	%	70,000	68.6	%
Pine sawtimber	38,000	33.9	%	17,000	20.5	%	63,000	29.4	%	34,000	21.4	%	2,000	6.7	%	25,000	24.5	%
Pine grade logs	9,000	8.1	%	4,000	4.8	%	15,000	7.0	%	9,000	5.7	%	5,000	16.7	%	6,000	5.9	%
Other	—	—	%	1,000	1.2	%	1,000	0.5	%	2,000	1.2	%	17,000	56.6	%	1,000	1.0	%
Total	112,000	100.0	%	83,000	100.0	%	214,000	100.0	%	159,000	100.0	%	30,000	100.0	%	102,000	100.0	%

Three Months Ended ~~June 30, 2018~~March 31, 2019 Compared to the Three Months Ended ~~June 30, 2017~~March 31, 2018

Timber revenue ~~increased~~decreased by ~~$0.6~~$1.1 million, or ~~46.2%~~68.8%, during the three months ended ~~June 30, 2018,~~March 31, 2019, as compared to the same period in ~~2017,~~2018. The decrease is primarily due to ~~an increase~~a decrease in the amount of tons sold, along with price decreases and product ~~and price~~ mix ~~changes.~~changes caused by Hurricane Michael’s significant market impact since landfall in October 2018. There were ~~112,000~~30,000 tons sold during the three months ended ~~June 30, 2018,~~March 31, 2019, as compared to ~~83,000~~102,000 tons sold during the same period in ~~2017.~~2018. The average price per ton sold ~~increased~~decreased to ~~$15.64~~$12.74 during the three months ended ~~June 30, 2018,~~March 31, 2019, as compared to ~~$14.94~~$15.22 during the same period in ~~2017.~~2018. Gross margin ~~increased~~decreased during the three months ended ~~June 30, 2018,~~March 31, 2019, to ~~89.5%~~80.0%, as compared to ~~84.6%~~87.5% during the same period in ~~2017. The cost of timber revenue is~~2018, primarily ~~fixed, which resulted~~due to decreases in ~~an increase to gross margin for the period.~~sales price and volume.

During the three months ended ~~June 30, 2018,~~March 31, 2019, we sold approximately 7720 acres of rural and timber land for ~~$0.7~~$0.2 million, ~~as compared to approximately 46 acres of rural and timber land sold for $0.1 million during the three months ended June 30, 2017,~~ with de minimis cost of revenue ~~for both periods.~~

~~Leasing revenue consists primarily~~resulting in a gross profit margin of ~~hunting leases, which is recognized as income over~~approximately 100.0%. During the ~~term of each lease.~~

~~Table of Contents~~

~~Other operating expenses include salaries and benefits, property taxes, professional fees and other administrative expenses.~~

~~Six Months Ended June 30, 2018 Compared to the Six Months Ended June 30, 2017~~

~~Timber revenue increased by $0.9 million, or 34.6%, during the six~~three months ended June 30, 2018, as compared to the same period in 2017, due to an increase in the amount of tons sold, along with product and price mix changes. There were 214,000 tons sold during the six months ended June 30, 2018, as compared to 159,000 tons sold during the same period in 2017. The average price per ton sold increased to $15.44 during the six months ended June 30, 2018, as compared to $15.23 during the same period in 2017. Gross margin increased during the six months ended June 30, 2018, to 88.6%, as compared to 84.6% during the same period in 2017. The cost of timber revenue is primarily fixed, which resulted in an increase to gross margin for the period.

~~During the six months ended June 30,~~March 31, 2018, we sold approximately ~~94 acres of rural and timber land for $0.9 million, as compared to approximately 89~~17 acres of rural and timber land sold for $0.2 million, ~~during the six months ended June 30, 2017,~~ with de minimis cost of revenue ~~for both periods.~~resulting in a gross profit margin of approximately 100.0%.

Leasing revenue consists primarily of hunting leases, which is recognized as income over the term of each lease.

Other operating expenses include salaries and benefits, property taxes, professional fees and other administrative expenses.

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Liquidity and Capital Resources

As of ~~June 30, 2018,~~March 31, 2019, we had cash and cash equivalents of ~~$215.1~~$190.8 million, compared to ~~$192.1~~$195.2 million as of December 31, ~~2017.~~2018. Our cash and cash equivalents at ~~June 30, 2018~~March 31, 2019 includes commercial paper of ~~$165.6~~$168.1 million and ~~$24.3~~$5.7 million of money market funds. In addition to cash and cash equivalents, we consider our investments classified as available-for-sale securities and equity securities (“Securities”), as being generally available to meet our liquidity needs. Securities ~~classified as available-for-sale and equity securities~~ are not as liquid as cash and cash equivalents, but they are generally convertible into cash within a relatively short period of time. As of ~~June 30,~~March 31, 2019, we had investments - debt securities in U.S. Treasury securities of $7.0 million, corporate debt securities of $2.8 million and investments - equity securities in preferred stock investments of $38.2 million. As of December 31, 2018, we had investments - debt securities in U.S. Treasury securities of ~~$9.9~~$6.9 million and corporate debt securities of ~~$4.3~~$2.0 million and investments - equity securities in preferred stock investments of $38.8 million. As of December 31, 2017, we had investments - debt securities in U.S. Treasury securities of $9.9 million and corporate debt securities of $66.4 million and investments - equity securities in preferred stock investments of $35.0$36.1 million. See Note 4. Investments, for additional information regarding our investments.

We believe that our current cash position and our anticipated cash flows from cash equivalents, short term investments and cash generated from operations will provide us with sufficient liquidity to satisfy our anticipated working capital needs, expected capital expenditures, principal and interest payments on our long term debt and authorized stock repurchases for the next twelve months.

During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, we incurred a total of ~~$19.2~~$17.1 million for capital expenditures, which includes ~~$6.1~~$5.2 million related to the acquisition and development ofin our residential real estate ~~projects,~~communities, $8.4 million for our commercial leasing and sales segment, ~~$3.8~~$2.7 million related to our ~~resorts and leisure~~hospitality segment and ~~$0.9~~$0.8 million related primarily to our forestry segment and corporate expenditures.

Our 2018 capital expenditures budget was estimated to total $129.6 million, of which $113.0 million is remaining as of June 30, 2018. Some of the 2018 capital expenditures budget may not be deployed until 2019 and a portion of this spending is discretionary and will only be spent if we believe the risk adjusted return warrants the expenditures. We anticipate that these future capital commitments will be funded through new financing arrangements, cash and cash equivalents, short term investments and cash generated from operations. As of ~~June 30, 2018,~~March 31, 2019, we had a total of ~~$51.3~~$33.0 million in contractual obligations.

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In October 2015, the Pier Park North JV ~~refinanced its construction loan and~~ entered into a $48.2 million loan. As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017, $46.9~~2018, $46.2 million and ~~$47.3~~$46.4 million, respectively, was outstanding on the PPN JV Loan. The PPN JV Loan accrues interest at a rate of 4.1% per annum and matures in November 2025. In connection with the PPN JV Loan, we entered into a limited guarantee in favor of the lender, based on our percentage ownership of the ~~joint venture.~~JV. 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. See Note 10. Debt, Net.

In May 2018, the Pier Park Crossings JV entered into a $36.6 million loan, insured by HUD, to finance the construction of apartments in Panama City Beach, Florida. As of ~~June 30,~~March 31, 2019 and December 31, 2018, ~~$5.0~~$21.7 million and $15.4 million, respectively, was outstanding on the PPC JV Loan. The PPC JV Loan accrues interest at a rate of 4.0% per annum and matures in June 2060. The PPC JV Loan may not be prepaid prior to July 1, 2020. From July 1, 2020 through June 30, 2030, a prepayment premium is due to the lender of 1.0% - 10.0% of ~~the~~any principal prepaid. The PPC JV Loan is secured by the Pier Park Crossings JV’s real property and the assignment of rents and leases. See Note 10. Debt, Net.

CDD bonds financed the construction of infrastructure improvements in some of our ~~projects.~~communities. The principal and interest payments on the bonds are paid by assessments on the properties benefited by the improvements financed by the bonds. We have recorded a liability for CDD debt that is associated with platted property, which is the point at which it becomes fixed or determinable. Additionally, we have recorded a liability for the balance of the CDD debt that is associated with unplatted property if it is probable and reasonably estimable that we will ultimately be responsible for repayment. We have recorded CDD related debt of ~~$6.6~~$7.7 million as of ~~June 30, 2018.~~March 31, 2019. Total outstanding CDD debt related to our land holdings was ~~$20.2~~$19.9 million at ~~June 30, 2018,~~March 31, 2019, which was comprised of ~~$16.9~~$16.6 million at SouthWood, $2.8 million at the existing Pier Park retail center and $0.5 million at Wild ~~Heron, a community where we own residential lots for resale.~~Heron. We pay interest on this total outstanding CDD debt. ~~During the second quarter of 2018, the CDD at SouthWood completed a refinance of its 2008 and 2011 bonds into 2018 bonds, reducing the interest rates.~~

During the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ we repurchased a total of ~~4,065,160~~471,500 and ~~2,416,089~~764,825 shares, respectively, of our common stock outstanding for an aggregate purchase price of ~~$72.5~~$7.1 million and ~~$40.4~~$13.7 million, respectively, including costs. See Note 14. Stockholders’ Equity and Part II – Other Information – Item 2 of this

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quarterly report for additional information regarding common stock repurchases related to ~~our~~the Stock Repurchase Program.

Summary of Cash Flows

A summary of our cash flows from operating, investing and financing activities ~~for the six months ended June 30, 2018 and 2017~~ are as follows:


	Six Months Ended June 30,				Three Months Ended March 31,
	2018		2017		2019		2018
	In millions				In millions
Net cash provided by operating activities	$	37.5	$	45.6
Net cash provided by investing activities		56.0		0.1
Net cash (used in) provided by operating activities					$	(1.2)	$	2.2
Net cash (used in) provided by investing activities						(2.7)		22.4
Net cash used in financing activities		(67.9)		(40.0)		(0.3)		(13.8)
Net increase in cash, cash equivalents and restricted cash		25.6		5.7
Net (decrease) increase in cash, cash equivalents and restricted cash						(4.2)		10.8
Cash, cash equivalents and restricted cash at beginning of the period		192.4		243.1		198.0		192.4
Cash, cash equivalents and restricted cash at end of the period	$	218.0	$	248.8	$	193.8	$	203.2

Cash Flows from Operating Activities

Cash flows ~~from~~(used in) provided by operating activities include costs related to assets ultimately planned to be sold, including residential real estate development and related amenities, sales of timberlands or undeveloped and developed land and land developed by the commercial leasing and sales segment. Net cash used in operations was $1.2 million during the three months ended March 31, 2019, as compared to net cash provided by operations ~~was $37.5 million during~~

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~~the six months ended June 30, 2018, as compared to $45.6~~$2.2 million during the same period in ~~2017. Net cash provided by operations included $23.1 million of RiverTown impact fees received during the six months ended June 30,~~ 2018. ~~Net cash provided by operations included $26.7 million of federal income tax refunds received during the six months ended June 30, 2017.~~

Cash Flows from Investing Activities

Cash flows (used in) provided by investing activities primarily includes capital expenditures for operating property and property and equipment used in our operations and purchases of investments, partially offset by proceeds from the settlement of insurance claims, sales of investments, ~~and investments in~~maturities of assets held by ~~special purpose entities~~SPEs, and proceeds from the disposition of ~~assets,~~assets. During the three months ended March 31, 2019, net cash used in investing activities was $2.7 million, which included capital expenditures for operating property and equipment, partially offset by ~~purchases~~proceeds from the settlement of insurance claims of $5.8 million, sales of restricted investments of $1.1 million and ~~capital expenditures for property and equipment used in our operations.~~maturities of assets held by SPEs of $0.4 million. During the ~~six~~three months ended ~~June 30,~~March 31, 2018, net cash provided by investing activities was ~~$56.0~~$22.4 million, which ~~includes~~included sales of investments - debt securities of ~~$64.6 million, sales of investments – equity securities of $7.3~~$30.8 million, proceeds from the disposition of assets of $5.0 million, and maturities of assets held by SPEs of $0.4 million, offset by purchases of investments - equity securities of $10.4 million. During the six months ended June 30, 2017, net cash provided by investing activities was $0.1 million, which includes sales of restricted investments ~~- debt securities~~ of ~~$102.1 million, sales of investments - equity securities of $8.3~~$1.1 million and maturities of assets held by SPEs of $0.4 million, partially offset by purchases of investments - ~~debt securities of $74.7 million and purchases of investments -~~ equity securities of ~~$19.1 million.~~$10.4 million and capital expenditures for operating property and equipment.

Capital expenditures for operating property and property and equipment were ~~$10.9~~$10.0 million and ~~$16.9~~$4.5 million, during the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively, which were primarily for our ~~resorts and leisure and~~ commercial leasing and sales and hospitality segments.

Cash Flows from Financing Activities

Net cash used in financing activities ~~was $67.9 million~~ during the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~compared to $40.0~~was $0.3 million ~~for the six months ended June 30, 2017.~~and $13.8 million, respectively. Net cash used in financing activities during the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 included the repurchase of common stock of ~~$72.5~~$7.1 million, ~~debt issuance costs~~capital contribution to unconsolidated affiliate of ~~$1.1~~$0.3 million and principal payments on debt of ~~$0.9~~$0.2 million, partially offset by borrowings on debt of ~~$5.7 million and capital contribution from non-controlling interest of $0.9~~$7.3 million. Net cash used in financing activities during the ~~six~~three months ended ~~June 30, 2017~~March 31, 2018 included the repurchase of our common stock of ~~$40.4~~$13.7 million and principal payments on debt of ~~$0.8~~$0.2 million, partially offset by ~~borrowings on debt of $1.2 million and~~a capital contribution from non-controlling interest of $0.1 million.

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Off-Balance Sheet Arrangements

In October 2015, the Pier Park North JV ~~refinanced its construction loan and~~ entered into a $48.2 million ~~loan. As of June 30, 2018 the PPN JV Loan was~~loan, which is secured by a first lien on, and security interest in, a majority of Pier Park North JV’s property. In connection with the PPN JV Loan, we are required to comply with a financial covenant and entered into a limited guarantee as described in Note 10. Debt, Net.

In January 2019, our unconsolidated Pier Park TPS JV, entered into a $14.4 million loan, maturing in January 2026. The Pier Park TPS JV 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 TPS JV Loan, as guarantor we and a wholly owned subsidiary of ours entered into a joint and several guarantee in favor of the lender, to guarantee the payment and performance of the borrower. See Note 18. Commitments and Contingencies for additional information.

As part of a timberland sale in 2007 and 2008, we have recorded a retained interest with respect to notes contributed to bankruptcy-remote qualified SPEs of ~~$11.3~~$11.6 million for all installment notes monetized through ~~June 30, 2018.~~March 31, 2019. This balance represents the present value of future cash flows to be received over the life of the installment notes, using management’s best estimates of underlying assumptions, including credit risk and interest rates as of the date of the monetization, plus the accretion of investment income based on an effective yield, which is recognized over the term of the notes, less actual cash receipts.

At ~~June 30, 2018~~both March 31, 2019 and December 31, ~~2017,~~2018, we were required to provide surety bonds that guarantee completion of certain infrastructure in certain development projects and mitigation banks of ~~$8.2~~$9.4 million, ~~and $8.6 million, respectively, and standby letters of credit of less than $0.1 million for both periods,~~ which may potentially result in a liability to us if certain obligations are not met.

In conducting our operations, we routinely hold customers’ assets in escrow pending completion of real estate transactions, and are responsible for the proper disposition of these balances for our customers. These amounts are

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maintained in segregated bank accounts and have not been included in the accompanying condensed consolidated balance sheets, consistent with GAAP and industry practice. The cash deposit accounts and offsetting liability balances for escrow deposits in connection with our title agency real estate transactions were ~~$1.4~~$1.9 million and ~~$0.1~~$1.6 million as of ~~June 30, 2017~~March 31, 2019 and December 31, ~~2017,~~2018, respectively, these escrow funds are not available for regular operations.

Contractual Obligations

There were no material changes outside the ordinary course of our business in our contractual obligations during the ~~second~~first quarter of ~~2018.~~2019.

Forward-Looking Statements

This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements ~~concern expectations, beliefs, projections,~~include, among other things, information about possible or assumed future results of the business and our financial condition, liquidity, results of operations, plans, strategies, prospects and ~~strategies, anticipated events~~objectives. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may," "will," "expect," "intend," "anticipate," "estimate," "believe," "continue" or ~~trends and~~other similar expressions concerning matters that are not historical facts. Specifically, this quarterly report contains forward-looking statements regarding:

our expectations concerning our future business strategy, including exploring the sale of our real estate assets opportunistically or when we believe that we or others can better deploy those resources;

our intention to use our land holdings, ~~and~~ our cash and cash equivalents and our investments to increase recurring revenue while creating long-term value for our shareholders;

our expectations regarding investments that we believe will contribute towards increasing our future growth, particularly in real estate projects that provide recurring revenue;

our ~~2018~~2019 capital expenditures budget and the timing of benefits of these investments;

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our assessment and expectations regarding the demographics and corresponding market demand and growth of Northwest Florida;

our assessment and expectations regarding the impact of Hurricane Michael, including the amount and timing of insurance proceeds and ability to recover any losses;

our expectations regarding the amount and timing of revenue we expect to realize upon closing over the life of the residential homesites under contract;

our expectations regarding homesite sales and timing of sales for new developments, including those contemplated by our long-term contractual agreement with Kolter;

our beliefs regarding opportunities to develop, improve or acquire a broad range of asset types that will generate recurring revenue;

our plan to focus on investing in residential communities that have the potential for long term, scalable and repeatable revenue;

our expectation to continue to be a developer of ~~finished~~completed residential ~~lots~~homesites for sale to builders and retail ~~lots~~homesites for sale to consumers in our communities;

our ~~continued exploration~~intention to form JVs with third parties for the development of ~~the concept of establishing some form of an active adult community~~commercial real estate and residential real estate projects on our land ~~holdings;~~holdings, including our previously announced plan to form a JV for the development of the Latitude Margaritaville Watersound community;

our plan to expand the scope and scale of our ~~resorts and leisure~~hospitality assets and services in order to enhance the value and contribution those assets provide;

our intention to continue to work collaboratively with public and private partners on strategic infrastructure and economic development initiatives that will help to attract quality job creators and help to diversify the Northwest Florida economy;

our expectations regarding opportunities ~~surrounding~~near the Northwest Florida Beaches International Airport and our other land holdings in Northwest Florida;

our belief that by entering into partnerships, ~~joint ventures~~JVs or other collaborations and alliances with best of class operators, we can efficiently utilize our land assets while reducing our capital requirements;

our expectation to continue a cost and investment discipline to ensure low fixed expenses and bottom line performance;

our plan to continue to maintain a high degree of liquidity while seeking opportunities to invest our cash in ways that we believe will increase shareholder value, including investments in ~~available-for-sale securities or equity securities,~~Securities, share repurchases, real estate and other strategic investments;

~~our expectations regarding the amount and timing of the impact fees which we will receive in connection with the RiverTown Sale;~~

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our expectation regarding our liquidity or ability to satisfy our working capital needs, expected capital expenditures and principal and interest payments on our long term debt;

our estimates and assumptions regarding the installment notes and the Timber Note;

our estimated impact of new accounting pronouncements; and

our expectation regarding the impact of pending litigation, claims, other disputes or governmental proceedings, on our cash flows, financial condition or results of ~~operations.~~operations.

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, those risk factors and disclosures set forth in our Form 10‑K for the year ended December 31, ~~2017 and~~2018, subsequent Form 10‑Qs, ~~and~~ other current reports, and the following:

any changes in our strategic objectives ~~and~~or our ability to successfully implement such strategic objectives;

any potential negative impact of our longer-term property development strategy, including losses and negative cash flows for an extended period of time if we continue with the self-development of our entitlements;

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our ability and the ability of our investment advisor to identify and acquire suitable investments for our investment portfolio that meet our risk and return criteria;

significant decreases in the market value of our investments in ~~securities~~Securities or any other investments;

our ability to capitalize on strategic opportunities presented by a growing retirement demographic;

our ability to accurately predict market demand for the range of potential residential and commercial uses of our real estate, including our Northwest Florida holdings;

volatility in the consistency and pace of our residential real estate revenue;

economic or other conditions that affect the future prospects for the Southeastern region of the ~~United States~~U.S. and the demand for our products, including a slowing of the population growth in Florida, inflation, or unemployment rates or declines in consumer confidence or the demand for, or the prices of, housing;

any downturns in real estate markets in Florida or across the nation;

any reduction in the supply of mortgage loans or tightening of credit markets;

our dependence on the real estate industry and the cyclical nature of our real estate operations;

the impact of natural or man-made disasters or weather conditions, including hurricanes, fires and other severe weather conditions, on our ~~business;~~business, including the recent impact of Hurricane Michael;

our ability to fully recover under claims for losses related to Hurricane Michael;

our ability to successfully and timely obtain land use entitlements and construction financing, maintain compliance with state law requirements and address issues that arise in connection with the use and development of our land, including the permits ~~required for mixed-use and active adult communities;~~required;

changes in laws, regulations or the regulatory environment affecting the development of real estate;

our ability to effectively deploy and invest our assets, including our ~~available-for-sale securities and equity securities;~~Securities;

our ability to effectively manage our real estate assets, as well as the ability of our ~~joint venture~~JV partners to effectively manage the day-to-day activities of the Pier Park North JV, Pier Park Crossings JV, Origins Crossings JV and Pier Park TPS JV;JV;

our ability to close and realize the expected revenue of the residential homesites currently under contract;

our ability to successfully and timely complete homesite construction in our new developments, including those pursuant to our long-term contractual agreement with Kolter;

our ability to attract and work effectively with strategic partners;

our ability to successfully enter into previously announced potential JVs;

our ability to realize the anticipated benefits of our acquisitions, ~~joint ventures,~~JVs, investments in leasable spaces and operations and share repurchases;

our ability to carry out ~~our~~the Stock Repurchase Program in accordance with applicable securities laws;

the impact of the ~~recently passed comprehensive tax reform bill~~Tax Act on our business and financial condition;

our ability to successfully estimate the amount and timing of the impact fees we will receive in connection with the RiverTown Sale, particularly after increases proposed or imposed by St. Johns County;

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increases in operating costs, including costs related to real estate taxes, owner association fees, construction materials, labor and insurance and our ability to manage our cost structure;

the sufficiency of our current cash position, anticipated cash flows from cash equivalents and short term investments and cash generated from operations to satisfy our anticipated working capital needs, capital expenditures and principal and interest payments;

our ability to anticipate the impact of pending environmental litigation matters or governmental proceedings on our financial condition or results of operations;

the expense, management distraction and possible liability associated with litigation, claims, other disputes or governmental proceedings;

Fairholme’s ability to influence major corporate decisions affecting the Company;

potential liability under environmental or construction laws, or other laws or regulations;

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the impact if we have deficiencies in our disclosure controls and procedures or internal control over financial reporting;

the impact if the SEC were to disagree with our Investment Company Act determinations;

our ability to retain key personnel and recruit staff effectively;

our ability to receive payments of settlement amounts due under our claims settlement receivable; and

our ability to successfully estimate the impact of certain accounting and tax matters that arise from the installment notes and the Timber Note.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks primarily from interest rate risk fluctuations. We have investments in U.S. Treasury securities and corporate debt securities that have fixed interest rates for which changes in interest rates generally affect the fair value of the investment, but not the earnings or cash flows. A hypothetical 100 basis point increase in interest rates would result in a decrease of ~~approximately~~less than $0.1 million in the market value of these investments as of ~~June 30, 2018.~~March 31, 2019. Any realized gain or loss resulting from such interest rate changes would only occur if we sold the investments prior to maturity or if a decline in their value is determined to be other-than-temporary. In addition, our investments in corporate debt securities are non-investment grade, which could affect their fair value.

We also have investments in certain preferred stock that have fixed interest rates for which changes in interest rates generally affect the fair value of the investment and are recorded in the condensed consolidated statements of income. A hypothetical 100 basis point increase in interest rates would result in a decrease of approximately ~~$1.4~~$1.3 million in the market value of these investments as of ~~June 30, 2018.~~March 31, 2019. In addition, our investments in certain preferred stock are non-investment grade, which could affect their fair value.

Our cash and cash equivalents are invested in commercial paper and money market instruments. Changes in interest rates related to these investments would not significantly impact our results of operations. The amount of interest earned on one of our retained interest investments is based on LIBOR. A 100 basis point change in the interest rate may result in an insignificant change in interest earned on the investment.

The amount of interest expense on some of our construction loans are based on LIBOR. A 100 basis point change in the interest rate may result in an insignificant change in interest expense.

LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms and other pressures may cause LIBOR to disappear entirely or to perform differently than in the past. The consequences of these developments cannot be entirely predicted but, as noted above, could impact the interest earned on our investments and our interest expense. If LIBOR is no longer widely available, or otherwise at our option, we will pursue alternative interest rate calculations in our construction loans and investment opportunities.

Increases in interest rates, reductions in mortgage availability or the tax benefits of mortgage financing or residential ownership could negatively impact our real estate business and would also increase the costs of our development projects. Similarly, a downturn in economic conditions in Northwest Florida would reduce discretionary income and decrease demand for our hospitality segment operations.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

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Changes in Internal Control Over Financial Reporting. During the quarter ended ~~June 30, 2018,~~March 31, 2019, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to a variety of litigation, claims, other disputes and governmental proceedings that arise from time to time in the ordinary course of our business, none of which we believe will have a material adverse effect on our consolidated financial position, results of operations or liquidity.

In addition, we are subject to 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. Refer to Note 18. Commitments and Contingencies, for further discussion.

Item 1A. Risk Factors

A description of the risk factors associated with our business is contained in the “Risk Factors” section of our annual report on Form 10‑K for the fiscal year ended December 31, ~~2017.~~2018. There have been no material changes to our Risk Factors as previously reported.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company’s Board has approved ~~The~~the Stock Repurchase Program pursuant to which ~~the Company is~~we are authorized to repurchase shares of its common stock. The Stock Repurchase Program has no expiration date.

As of ~~June 30, 2018, the Company~~March 31, 2019, we had a total authority of ~~$63.8~~$35.8 million available for purchase of shares of ~~its~~our common stock pursuant to ~~its~~the Stock Repurchase Program. ~~The Company~~We may repurchase ~~its~~our common stock in open market purchases from time to time, in privately negotiated transactions or otherwise, pursuant to Rule 10b-18 under 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~~our Board at any time in its sole discretion.

Execution of ~~our~~the Stock Repurchase Program will reduce our “public float”, and the beneficial ownership of ~~our~~ common stock by ~~our~~its directors, executive officers and affiliates will proportionately increase as a percentage of our outstanding common stock as a result of the execution of ~~our stock repurchase program.~~the Stock Repurchase Program. However, ~~the Company does~~we do not believe that the execution of the ~~stock repurchase program~~Stock Repurchase Program will cause ~~the Company’s~~our common stock to be delisted from NYSE or cause ~~the Company~~us to stop being subject to the periodic reporting requirements of the Exchange Act.

The following table provides information regarding repurchases of common stock during the three months ended March 31, 2019:


				Total Number of Shares	Maximum Dollar Value of
				Purchased as Part of	Shares that May Yet Be
	Total Number of	Average Price		Publicly Announced	Purchased Under the
Period	Shares Purchased	Paid per Share		Plans or Programs	Plans or Programs
					In Millions
January 1-31, 2019	471,500	$	15.00	471,500	$	35.8
February 1-28, 2019	—		—	—		—
March 1-31, 2019	—		—	—		—
Total	471,500	$	15.00	471,500	$	35.8

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~~The following table provides information on our repurchases of common stock during the three months ended June 30, 2018:~~

Total Number of Shares

Maximum Dollar Value of

Purchased as Part of

Shares that May Yet Be

Total Number of

Average Price

Publicly Announced

Purchased Under the
Period

Shares Purchased

Paid per Share

Plans or Programs

Plans or Programs

In Millions
April 1-30, 2018

506,226

$
17.55

506,226

$
113,699
May 1-31, 2018

1,492,230

17.78

1,492,230

87,159
June 1-30, 2018

1,301,879

17.92

1,301,879

63,815
Total

3,300,335

$
17.80

3,300,335

$
63,815

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Index to Exhibits


Exhibit
Number		Description
3.1		Restated and Amended Articles of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).
3.2		Amended and Restated Bylaws of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on March 4, 2011).
*31.1		Certification of Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2		Certification of Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
**32.1		Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**32.2		Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS		XBRL Instance Document.
*101.SCH		XBRL Taxonomy Extension Schema Document.
*101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
*101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
*101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

†~~Indicates management contract or compensation plan or arrangement.~~

* Filed herewith.

** Furnished herewith.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		THE ST. JOE COMPANY
		(Registrant)


Date:	~~August~~May 1, ~~2018~~2019	/s/ Jorge Gonzalez
		Jorge Gonzalez
		President, Chief Executive Officer and Director
		(Principal Executive Officer)


Date:	~~August~~May 1, ~~2018~~2019	/s/ Marek Bakun
		Marek Bakun
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)


	Six Months Ended June 30, 2018
	Before-		Tax Benefit or		Net-of-
	Tax Amount		(Expense)		Tax Amount
Unrealized loss on investments - debt securities and restricted investments:
Unrealized loss on available-for-sale investments	$	(482)	$	123	$	(359)
Unrealized loss on restricted investments		(9)		2		(7)
Reclassification adjustment for net loss included in earnings		1,050		(266)		784
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		1,554		(706)		848
Other comprehensive income	$	1,554	$	(706)	$	848


	Six Months Ended June 30, 2017
	Before-		Tax (Expense) or		Net-of-
	Tax Amount		Benefit		Tax Amount
Unrealized gain on investments:
Unrealized gain on available-for-sale investments	$	4,650	$	(1,789)	$	2,861
Reclassification adjustment for net gain included in earnings		(10,861)		4,183		(6,678)
Reclassification adjustment for other-than-temporary impairment loss included in earnings		366		—		366
Net unrealized loss		(5,845)		2,394		(3,451)
Other comprehensive loss	$	(5,845)	$	2,394	$	(3,451)


	Three Months Ended June 30, 2018									Three Months Ended June 30, 2017
	Unit			Cost of		Gross		Gross		Units			Cost of		Gross		Gross
	Sold	Revenue		Revenue		Profit		Margin		Sold	Revenue		Revenue		Profit		Margin
	Dollars in millions
Homesites	37	$	5.1	$	2.1	$	3.0	58.8	%	32	$	4.1	$	1.8	$	2.3	56.1	%