8-K
ST JOE Co (JOE)
8-K
2025-05-13
For: 2025-05-13
View Original
Added on
April 04, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) May 13, 2025
The St. Joe Company
(Exact Name of Registrant as Specified in its Charter)
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| Florida | 1-10466 | 59-0432511 | ||
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 130 Richard Jackson Blvd , Suite 200 Panama City Beach , Florida **** | 32407 **** |
| (Address of Principal Executive Offices) | (Zip Code) |
( 850 ) 231-6400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | Trading symbol(s) | Name of Each Exchange on Which Registered |
| Common Stock | JOE | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 7.01 **** Regulation FD Disclosure.
The St. Joe Company (the “Company”) is providing the attached investor presentation that is expected to be presented at the Company’s 2025 Annual Shareholders Meeting on May 13, 2025. A copy of the presentation is available on the Company’s website and is attached hereto as Exhibit 99.1 and incorporated by this reference.
The foregoing information is furnished pursuant to Item 7.01, “Regulation FD”. The information in Item 7.01 of this Current Report on Form 8-K and the exhibit furnished therewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Act of 1934, regardless of any general incorporation language in such filing.
Item 9.01 **** Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished as part of the Current Report on Form 8-K.
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| 99.1 | Investor Presentation dated May 13, 2025 |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
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 hereunto duly authorized.
| | THE ST. JOE COMPANY | |
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| | By: | /s/ Marek Bakun |
| | | Marek Bakun |
| | | Executive Vice President and Chief Financial Officer |
Date: May 13, 2025
Exhibit 99.1
| ANNUAL MEEING OF<br>SHAREHOLDERS<br>May 13, 2025 |
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| Expand portfolio of recurring income producing<br>commercial and hospitality properties<br> Develop residential communities with long term, scalable<br>and repeatable revenue<br> Multi-faceted capital allocation between capital<br>expenditures for business growth, debt reduction, and<br>stock repurchases<br> Steady and growing dividend program<br>CONSISTENT BUSINESS STRATEGY |
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| 87%<br>OF THE<br>167,000<br>ACRES OWNED ARE IN<br>BAY, WALTON AND<br>GULF COUNTIES<br>ENTITLEMENTS TO<br>DEVELOP OVER<br>170,000<br>RESIDENTIAL UNITS AND OVER<br>22 MILLION<br>SQUARE FEET OF<br>NON-RESIDENTIAL USES<br>MAJORITY OF REVENUE IS<br>DERIVED FROM LESS THAN<br>2%<br>OF LAND HOLDINGS<br>HOW JOE IS POSITIONED |
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| POPULATION CHANGE<br>(2020-2024)<br>Source: U.S Census (April 1, 2020 to July 1, 2024)<br>87% of JOE’s Land Holdings |
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| NORTHWEST FLORIDA BEACHES INTERNATIONAL AIRPORT (ECP)<br>PASSENGER GROWTH<br>Servicing<br>Airlines<br>Direct Flight<br>Locations<br>2009 • Delta • Atlanta<br>2025<br>• Delta<br>• Southwest<br>• United<br>• American<br>Airlines<br>• Atlanta<br>• Austin<br>• Baltimore<br>• Charlotte<br>• Chicago<br>• Dallas<br>• Denver<br>• Houston<br>• Indianapolis<br>• Kansas City<br>• Nashville<br>• New York City<br>• Philadelphia<br>• St. Louis<br>• Washington D.C.<br>Source: Northwest Florida Beaches International Airport (ECP)<br>CUMULATIVE<br>INCREASE IN<br>ANNUAL<br>PASSENGERS<br>501% |
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| COMPOUND<br>ANNUAL GROWTH<br>RATE<br>17%<br>• Growth Rate calculated using Compound Annual Growth Rate formula<br>• Balances at amortized cost basis as of each year end<br>INVESTMENT IN REAL ESTATE &<br>UNCONSOLIDATED JOINT VENTURES<br>BALANCE SHEET ($ IN MILLIONS) |
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| COMPOUND<br>ANNUAL GROWTH<br>RATE<br>30%<br>• Growth Rate calculated using Compound Annual Growth Rate formula<br>• Includes total revenue of each unconsolidated joint venture<br>• Revenue of unconsolidated joint ventures is not included in St. Joe’s consolidated revenue<br>CONSOLIDATED & UNCONSOLIDATED REVENUE<br>($ IN MILLIONS) |
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| • Growth Rate calculated using Compound Annual Growth Rate formula<br>• See Slide “Reconciliation of Non-GAAP Financial Measures”<br>COMPOUND<br>ANNUAL GROWTH<br>RATE<br>26%<br>EBITDA<br>($ IN MILLIONS) |
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| IN 2024,<br>DEPRECIATION WAS<br>$46.4 MILLION,<br>WHICH IS A NON-CASH ITEM.<br>20% increase from 2023<br>COMPOUND<br>ANNUAL GROWTH<br>RATE<br>21% • Compound Annual Growth Rate calculated using Compound Annual Growth Rate formula<br>NET INCOME<br>($ IN MILLIONS) |
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| COMPOUND<br>ANNUAL GROWTH<br>RATE<br>25% • Compound Annual Growth Rate calculated using Compound Annual Growth Rate formula<br>EARNINGS PER SHARE<br>IN 2024,<br>DEPRECIATION WAS<br>$0.80 PER SHARE,<br>WHICH IS A NON-CASH ITEM.<br>20% increase from 2023 |
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| NET INCOME IS<br>REDUCED BY<br>DEPRECIATION,<br>WHICH IS A NON-CASH ITEM.<br>COMPOUND<br>ANNUAL GROWTH<br>RATE<br>24% • Compound Annual Growth Rate calculated using Compound Annual Growth Rate formula<br>GROWTH IN DEPRECIATION<br>NON-CASH ITEM<br>$8.6 $8.9 $9.0 $10.3<br>$12.7<br>$18.2<br>$22.9<br>$38.7<br>$46.4<br> $-<br> $5.0<br> $10.0<br> $15.0<br> $20.0<br> $25.0<br> $30.0<br> $35.0<br> $40.0<br> $45.0<br> $50.0<br>2016 2017 2018 2019 2020 2021 2022 2023 2024<br>in Millions<br>Depreciation, depletion and amortization expense Depreciation Average Annual Growth Rate |
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| NET INCOME & EBITDA 2022-2024<br>($ IN MILLIONS)<br>26%<br>Increase<br>4%<br>Increase<br>• See Slide “Reconciliation of Non-GAAP Financial Measures” |
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| “FREE CASH FLOW”<br>DEPRECIATION/SUSTAINING CAPITAL 2024 SNAPSHOT<br>($ in thousands) 2024<br>Net income attributable to the Company $74,189<br>Depreciation, depletion and amortization<br>(non-cash item)<br>$46,385<br>Sustaining Capital $(7,607)<br>Total $112,967<br>• Sustaining Capital represents Capital Expenditures for maintaining existing operating assets<br>• Repairs and Maintenance (R&M) are accounted for in Net Income<br>• “Free Cash Flow” is a non-GAAP financial measure, which management believes assists investors by providing insight into operating performance of the Company and<br>provides useful information regarding how cash compares to the capital required to maintain and grow the business. However, “Free Cash Flow” has limitations as an<br>analytical tool and should not be considered in isolation or as a substitute for analysis of results reported under GAAP. “Free Cash Flow” is calculated as “Net income<br>attributable to the Company” increased by “Depreciation, depletion and amortization” and reduced by “Sustaining Capital.” |
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| DEBT IS<br>28%<br>OF OUTSTANDING<br>DEBT HAS A FIXED OR<br>SWAPPED INTEREST<br>RATE<br>73.8%<br>AVERAGE WEIGHTED<br>EFFECTIVE INTEREST<br>RATE IS<br>4.8%<br>AVERAGE<br>REMAINING<br>LIFE IN YEARS<br>18.8<br>OF COMPANY’S<br>TOTAL ASSETS<br>PROJECT-LEVEL DEBT ONLY<br>AS OF MARCH 31, 2025 |
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| CAPITAL ALLOCATION<br>JANUARY 1, 2015 – MARCH 31, 2025<br>$1,342.5<br>65%<br>$619.2<br>30%<br>$110.7<br>5%<br>$ in Millions<br>Capital Expenditures<br>Stock Repurchases<br>Dividends<br>• $2.1 billion in total Capital Allocations from January 1, 2015 to March 31, 2025 |
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| EFFICIENT OVERHEAD<br>CORPORATE AND OTHER OPERATING EXPENSES AS % OF CONSOLIDATED REVENUE |
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| EFFICIENT USE OF LAND<br>AVERAGE ANNUAL ACRES SOLD (2000-2024)<br>167,000 TOTAL<br>ACRES OWNED<br>AS OF 12/31/24 |
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| ILLUSTRATIVE RESIDENTIAL HOMESITES CASHFLOW<br>Formula: Revenue ($2) minus cost ($1) = Profit ($1) ; Profit ($1) divided by Revenue ($2) = Gross Margin (50%)*<br>From 2016 through 2024, the average Gross Margin of all homesites developed and sold was 53%<br>Illustration: 1,000 homesites per year = $64 Million in Capital Expenditures = $128 Million in Revenue*<br>*Calculations are illustrative and not indicative of future results |
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| BACKLOG AS OF<br>MARCH 31, 2025<br>952<br>ACTIVE BUILDERS<br>20<br>HOMESITES UNDER CONTRACT<br>2025 AND BEYOND<br>RESIDENTIAL HOMESITE PIPELINE<br>BACKLOG AS OF<br>MARCH 31, 2025<br>HOMESITES<br>UNDER<br>CONTRACT:<br>952<br>ACTIVE BUILDERS:<br>20<br>• As of March 31, 2025<br>• Includes 1,645 homesites for Latitude Margaritaville Watersound joint venture |
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| LATITUDE JOINT VENTURE CASH FLOW<br>AS OF MARCH 31, 2025<br>Develops infrastructure and<br>builds homes<br>JOE<br>Minto<br>Initial Capital Contribution* Earnings**<br>$67.0 Million<br>$134.0 Million<br>*no capital contributions since 2021<br>Minto manages the joint venture, which allows JOE to scale up and focus on growing the residential, hospitality, and commercial segments, while maintaining a low<br>overhead structure.<br>The joint venture is creating consumers for JOE businesses outside of the joint venture, which includes Watersound West Bay Center, future ICW Marina, and financial<br>services companies like Watersound Real Estate, Watersound Insurance Agency and Watersound Title Agency.<br>1,855 homes<br>closed or 53% of<br>3,500 homes<br>$11.7 Million<br>$11.7 Million<br>$23.4 Million<br>$67.0 Million<br>Joint Venture<br>In addition to the above cash flow, as of March 31, 2025, JOE has received $18.0 Million for the contribution of raw land made to the joint venture for the initial 1,855 homes<br>closed.<br>**not all earnings have been disbursed |
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| LAND HOLDINGS AND DEVELOPMENTS THE FUTURE<br>APPROVED DETAIL SPECIFIC AREA PLANS<br>• Detailed Specific Area Plans (DSAPs) are the second and final step in implementing the Bay Walton Sector Plan and are approved by the Bay County and Walton County Commissions |
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| LAND HOLDINGS AND DEVELOPMENTS COMMERCIAL AND HOSPITALITY AREAS OF FOCUS |
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| STATE ROAD 79 CORRIDOR |
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| JOE’S VIRTUOUS CIRCLE<br>VALUE CREATION |
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| • Based on a broker’s opinion of value provided by Jones Lang LaSalle and management estimates, the Company’s income-producing assets<br>are estimated to have a value range of approximately $1.5 billion to $1.7 billion.<br>1<br>• The income-producing assets encompass 491 acres (excluding golf courses) and 1,358 acres (including golf courses), occupying less than<br>1% of the total 167,000 acres owned by the Company.<br>2<br>• Income-producing assets consist of a private membership club with amenities, hotels, restaurants, retail outlets, vacation rental homes,<br>marinas, commercial leasing portfolio, multi-family housing, senior living communities, self-storage, and other assets.<br>3 For additional<br>information regarding the Company’s income producing assets, see Item 2 of the Company’s most recent Quarterly Report on Form 10-Q.<br>VALUATION RANGE<br>INCOME PRODUCING ASSETS<br>1 The valuation range above represents a broker opinion provided by Jones Lang LaSalle Americas, Inc. as of April 30, 2025. These valuations are strictly the opinion of the commercial real estate broker conducting the<br>analysis. This estimate is not a certified appraisal developed by a licensed appraiser under the Uniform Standards of Professional Appraisal Practice and should not be used as a substitute for a formal appraisal.<br>The primary methodology used to determine property value was multiplying an appropriate capitalization rate to each property’s net operating income. Several income-producing assets are relatively new and not yet<br>stabilized, and therefore the net operating income used in the valuation calculation may not reflect the full potential value once such properties are stabilized. In determining the appropriate capitalization rate, the broker<br>considered factors such as property type, location, age, physical condition, local market conditions, and comparable property sales.<br>The data, documentation, and assumptions used in the valuation determination were derived from information supplied by management, published information, and other industry sources. This information has not been<br>independently verified by the broker. The valuation is as of the date set forth above and is subject to change due to shifts in market conditions, changes in property performance, modifications to zoning or regulations, or<br>other factors affecting the applicable property value.<br>2 Acreage related to income-producing assets does not include residential communities, vacant land or land under development.<br>3 Includes assets of hospitality and commercial unconsolidated joint ventures.<br>The Company is providing this valuation information to offer investors additional transparency regarding our income-producing property portfolio and to help illustrate the underlying value of these assets as part of its overall<br>business. The income-producing assets included in this valuation are not currently being held for sale, and the Company does not have any current plans to sell such assets. These properties continue to be important<br>components of the Company’s overall business strategy of expanding its portfolio of recurring income producing commercial and hospitality properties to drive long-term growth. This valuation disclosure should not be<br>interpreted as an indication of any intent to divest these properties or change the Company’s current business strategy. |
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| “Earnings Before Interest, Taxes, Depreciation and Amortization” (EBITDA) is a non-GAAP measure, which management believes assists<br>investors by providing insight into operating the performance of the Company across periods on a consistent basis and, when viewed in<br>combination with the Company results prepared in accordance with GAAP, provides a more complete understanding of factors and trends<br>affecting the Company. However, EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for<br>analysis of results reported under GAAP. EBITDA is calculated by adjusting “Interest expense”, “Investment income, net”, “Income tax<br>expense (benefit)”, “Depreciation, depletion and amortization” to “Net income attributable to the Company”.<br>RECONCILIATION OF NON-GAAP FINANCIAL MEASURES<br>EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA)<br>($ in Millions) 2016 2017 2018 2019 2020 2021 2022 2023 2024<br>Net income attributable to the Company $15.9 $59.6 $32.4 $26.8 $45.2 $74.6 $70.9 $77.7 $74.2<br>Plus: Interest expense $12.3 $12.1 $11.8 $12.3 $13.6 $15.9 $18.4 $30.6 $33.6<br>Less: Investment income, net ($17.8) ($35.4) ($12.2) ($10.7) ($5.0) ($7.3) ($9.9) ($13.3) ($13.5)<br>Plus: Income tax expense (benefit) $7.1 ($17.9) ($0.7) $9.4 $13.7 $24.9 $24.4 $26.0 $26.0<br>Plus: Depreciation, depletion and amortization $8.6 $8.9 $9.0 $10.3 $12.7 $18.2 $22.9 $38.7 $46.4<br>EBITDA $26.1 $27.3 $40.3 $48.1 $80.2 $126.3 $126.7 $159.7 $166.7 |
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| All Rights Reserved.<br>Important Notice Regarding Forward-Looking Statements<br>This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements include, among other things, information about possible or<br>assumed future results of the business and our financial condition, liquidity, results of operations, plans, strategies, prospects and objectives. Such forward-looking statements can generally be identified by our use of forward-looking<br>terminology such as “guidance,” “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “forecast,” “project,” “plan,” “intend,” “believe,” “confident,” “should,” “can have,” “likely,” “future,” “continue” or other similar expressions<br>concerning matters that are not historical facts.<br>We caution you that all forward-looking statements involve risks and uncertainties, and while we believe that our expectations for the future are reasonable in view of currently available information, you are cautioned not to place undue<br>reliance on our forward-looking statements. Actual results or events may differ materially from those indicated as a result of various important factors, including: our ability to successfully implement our strategic objectives; new or<br>increased competition across our business units; any decline in general economic conditions, particularly in our primary markets; interest rate fluctuations; inflation; financial institution disruptions; supply chain disruptions; geopolitical<br>conflicts and political uncertainty and the corresponding impact on the global economy; our ability to successfully execute or integrate new business endeavors and acquisitions; our ability to yield anticipated returns from our<br>developments and projects; our ability to effectively manage our real estate assets, as well as the ability for us or our joint venture partners to effectively manage the day-to-day activities of joint venture projects; imposition of tariffs; our<br>ability to complete construction and development projects within expected timeframes; the interest of prospective guests in our hotels, including the new hotels we have opened since the beginning of 2023; reductions in travel and<br>other risks inherent to the hospitality industry; the illiquidity of all real estate assets; financial risks, including risks relating to currency fluctuations, credit risks, and fluctuations in the market value of our investment portfolio; any<br>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 granted entitlements; our dependence on<br>homebuilders; mix of sales from different communities and the corresponding impact on sales period over period; the financial condition of our commercial tenants; regulatory and insurance risks associated with our senior living<br>facilities; public health emergencies; any reduction in the supply of mortgage loans or tightening of credit markets; our dependence on strong migration and population expansion in our regions of development, particularly Northwest<br>Florida; our ability to fully recover from natural disasters and severe weather conditions; the actual or perceived threat of climate change; the seasonality of our business; our ability to obtain adequate insurance for our properties or<br>rising insurance costs; our dependence on certain third party providers; the inability of minority shareholders to influence corporate matters, due to concentrated ownership of largest shareholder; the impact of unfavorable legal<br>proceedings or government investigations; the impact of complex and changing laws and regulations in the areas we operate; changes in tax rates, the adoption of new U.S. tax legislation, and exposure to additional tax liabilities,<br>including with respect to Qualified Opportunity Zone program; new litigation; our ability to attract and retain qualified employees, particularly in our hospitality business; our ability to protect our information technology infrastructure<br>and defend against cyber-attacks; increased media, political, and regulatory scrutiny negatively impacting our reputation; our ability to maintain adequate internal controls; risks associated with our financing arrangements, including our<br>compliance with certain restrictions and limitations; our ability to pay our quarterly dividend; our ability to repurchase stock under our stock repurchase program; and the potential volatility of our common stock and the other risks and<br>uncertainties discussed in “Risk Factors” beginning on page 7 of our most recent Annual Report on Form 10-K and from time to time in our subsequent filings with the SEC .<br>© The St. Joe Company 2025. All Rights Reserved. “JOE®”, “St. Joe®”, “St. Joe with Taking Flight Bird design®” , “Taking Flight Bird design®”, “Breakfast Point®”, “Camp Creek®”, “Camp CreekSM”, “Watersound®”, “Watersound Camp<br>Creek®”, “Watersound Club®”, “Watersound Origins®”, “Watersound Origins Crossings®”, “Pier Park®”, and “WindMark Beach®” are service marks of The St. Joe Company, and are NOT for use by any other party unless licensed by The St.<br>Joe Company.<br>Watersound Fountains is a WatersoundSM independent living community, and a WatermarkSM managed independent living community. “Fountains” is a service mark of Watermark Retirement Communities, LLC and is used under<br>license. Latitude Margaritaville and the Latitude Margaritaville logo are trademarks of Margaritaville Enterprises, LLC and are used under license.<br>This document does not constitute an offer to sell real property. The maps depicted are to show proximity to communities/areas for illustrative purposes. No guarantee is made that the proposed developments will be built as<br>currently proposed, or, if built, will be of the same type, size or nature. Proposed developments are expected to take several years and will likely be modified from time to time to respond to varying market conditions and changes in<br>circumstances. The developer reserves the right to modify plans for the development described or depicted herein at any time without notice. |
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