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 23, 2018
The St. Joe Company
(Exact Name of Registrant as Specified in its Charter)
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Florida
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1-10466
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59-0432511
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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133 South WaterSound Parkway WaterSound, Florida
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32461
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(Address of Principal Executive Offices)
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(Zip Code)
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(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:
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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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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.
On May 23, 2018, The St. Joe Company (the “Company”) presented an investor presentation at its 2018 annual meeting of shareholders. A copy of the presentation is available on the Company’s website and is attached hereto as Exhibit 99.1 and incorporated herein by 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 Exchange Act of 1934, regardless of any general incorporation language in such filing.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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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:
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/s/ Marek Bakun | |
| Marek Bakun | |||
| Chief Financial Officer | |||
Date: May 23, 2018
Exhibit 99.1
DRAFT
FORWARD LOOKING STATEMENTSIf we refer to “we,” “us,” “our,” “St. Joe” or “the Company,” we mean The St. Joe Company and its consolidated subsidiaries. Certain statements contained in this presentation (other than statements of historical fact) are forward-looking statements. Words such as “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “proposed”, “predict,” “forecast,” “project,” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. Such forward-looking statements include projected capital expenditures and information on current development projects and future project pipelines as well as graphical depictions of current developments and proposed developments which are based on management’s current development plan but may not be completed on the timeframe or in the manner currently proposed, and may never be developed. Although forward-looking statements are made based upon management’s current expectations and beliefs concerning future Company actions and developments and their potential effect upon the Company, a number of factors could cause the Company’s actual results to differ materially from those set forth in the forward-looking statements. Such factors may include uncertainties associated with the closing of pending land or other transactions or the development of our land, including the likelihood, timing, and final terms thereof; our ability to mutually agree on joint venture structures and documentation with certain of our development partners, including Minto Communities USA; the continued interest of buyers for our development projects; the estimate of the cost of completing improvements affiliated with certain investments; the impact of permitting or other transactional activities on the total estimated gain for land sales, as well as the timing of the recognition of such gains; our ability to obtain necessary governmental approvals for our land development or the risks associated with development activities, including potential tax ramifications; the ability to execute share repurchase transactions; the ability to achieve certain leasing activity, including the timing and terms thereof, as well as the uncertainties and risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, our Quarterly Report on Form 10-Q filed with the SEC on May 2, 2018, and our subsequent quarterly reports on Form 10-Q and current reports on Form 8-K filed with the Securities and Exchange Commission. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management.MISCELLANEOUS© 2018, The St. Joe Company, “St. Joe,” “JOE,” the “Taking Flight” design, VentureCrossings, Pier Park North, and certain project names herein are registered service marks of The St. Joe Company or its affiliated companies.
BUSINESS STRATEGY
BUSINESS STRATEGY Expand portfolio of income producing commercial properties Develop residential communities with long term, scalable and repeatable revenue Grow resorts and leisure segment Maintain low fixed expenses and focus on profitability Work collaboratively with public and private partners on strategic infrastructure Build liquidity and balance sheet strength Joint venture with best of class operators 4 Increase long term shareholder value
BALANCE SHEETMarch 31, 2018 (unaudited) | (in millions)
Capital Expenditures Investing in Our Assets(in millions) *Actual 2018 capital expenditures may vary depending on timing of projects.
Leasable Commercial Portfolio Net Rentable Square Feet 87% Leased 83% Leased 87% Leased
SCALABLE RESIDENTIAL COMMUNITIES 2,200 BREAKFAST POINT 24,000 Entitled for Residential unitson 1,000+ acres in Bay County LATITUDE MARGARITAVILLE WATERSOUND WATERSOUND ORIGINS 145,000 Bay-Walton Sector Plan is entitled for over Residential units on 13,000+ acres in Walton County Bay-Walton Sector Plan is entitled for over Residential units on 97,000+ acres in Bay County 8 The unit amounts listed above reflect government approvals in the area of the listed project. The actual amount of units that we ultimately develop in any residential community will depend on a variety of factors including our development strategy, the market demand for a project, the returns of the project and how those returns meet our investment return criteria, and the availability of capital resources to fund the development. Latitude Margaritaville Watersound involves a proposed joint venture between St. Joe and Minto Communities USA. As of May 23, 2018, the parties have signed a letter of intent with a proposed deal structure but have not entered into definitive documentation with respect to the joint venture meaning that neither party is bound to move forward at this stage.
ST. JOE CLUB & RESORTS Club Memberships As of 4/30/2018
PRICE IS WHAT YOU PAY VALUE IS WHAT YOU GET - WARREN BUFFETT
GENERAL OVERVIEW
ST. JOE LAND HOLDINGS
KEY WATER ACCESS PORTALS Gateway Portals to the Gulf of Mexico
NORTHWEST FLORIDA BEACHES INTERNATIONAL AIRPORTTRAFFIC GROWTH
ST. JOE CLUB & RESORTS ASSETS Project Pipeline Camp Creek Amenity Complex Wellness/Fitness, Lodging, Pools, Tennis, Restaurant (2019-2020)WaterSound Beach Club Additional Pool (2018) Additional Restaurant (2019)Fish Out of Water Restaurant at WaterColor Inn Major Renovations (2018)Pier Park Full Service Hotel JV Operations (2020) This slide reflects projects that are currently under development or proposed for development but may not be developed or, if developed, may differ from current plans.
GEOGRAPHIC FOCUS KEY AREAS OF
KEY AREAS OF GEOGRAPHIC FOCUS In Bay & Walton Counties VentureCrossings
ORIGINS AREA Origins Pathways 107 lots (2017-2018)Origins Stillwater 361 lots (2018-2019)Sacred Heart Medical Facility (2019)Magnet STEAM High School (2019)Proposed by Walton County School DistrictOrigins Crossings Apartment JV 210 units (2020)Camp Creek Residential 260 lots (2019-2020) Camp Creek Club and Resorts AmenityWellness/fitness, lodging, pool, restaurant, tennis (2019-2020) QUICK FACTS From 2010-2017, Walton County was the 4th fastest growing county in Florida by % change (US Census)From 2016-2017, Walton County was the 6th fastest growing county in the USA by % change (US Census)Origins – 230 existing homes Project Pipeline This slide reflects projects that are currently under development or proposed for development but may not be developed or, if developed, may differ from current plans. PROPERTIES Origins Commercial Entitled for 330,000 square feet of retail and entertainment and 127,000 square feet of office Origins Future ExpansionWalton County portion of Bay-Walton Sector Plan entitled for over 24,000 residential units
PIER PARK AREA TownePlace Suites Hotel JV 110 rooms (2019)Pier Park Full Service Hotel JV 250 Rooms (2020)Pier Park Crossings Apartment JV 240 units (2019)Pier Park East Mixed Use JV 80 acres entitled for mixed uses (TBD)Bay Parkway Extension Proposed by City of Panama City Beach (TBD) Project Pipeline QUICK FACTS This slide reflects projects that are currently under development or proposed for development but may not be developed or, if developed, may differ from current plans. PROPERTIES Over 17 million visitor day/nights47,500 to 54,000 daily traffic on US 98Pier Park 800,000+ square feet of retail/entertainment, 98.8% occupancy (Simon Group)Pier Park North 320,000+ square feet of retail entertainment, 96% occupancy (JOE/Casto JV) Pier Park NW Commercial 16 acres entitled for commercial Four Corners Commercial 448 acres entitled for commercialGulf Boulevard Commercial 52 acres entitled for commercial
BREAKFAST POINT AREA Breakfast Point Residential 86 lots (2017 - 2018)Breakfast Point Residential 88 lots (2019)Sports Village $37MM Proposed by Bay County Convention and Visitors Bureau (2019)K-8 School Proposed by Bay County School District (2020) QUICK FACTS 39,500 average daily traffic on US 98Breakfast Point – 185 existing homes Project Pipeline This slide reflects projects that are currently under development or proposed for development but may not be developed or, if developed, may differ from current plans. Breakfast Point Mixed Use Future Phases 1,040 acres entitled for 1,760 residential units, 440 apartment units, 160,000 square feet commercial, 75,000 square feet office, 750 hotel rooms (TBD)Breakfast Point Commercial36 acres entitled for commercial (TBD)Beckrich East Commercial 15 acres entitled for commercial (TBD) PROPERTIES
LATITUDE MARGARITAVILLEWATERSOUND Latitude Margaritaville Watersound JV First Phase (2020)West Bay Parkway, Segment 2 Fully Funded 4 Lanes from State Road 79 to Airport Entry Road Proposed by FDOT (2020-2021) QUICK FACTS Project Pipeline Bay-Walton Sector Plan110,000 acres entitled for approximately 170,000 residential units and over 22 million square feet of commercial This slide reflects projects that are currently under development or proposed for development but may not be developed or, if developed, may differ from current plans FUTURE West Bay Parkway, Segment 1Not Funded – Undergoing Environmental Impact StatementProposed by FDOT (TBD)
22 Bay-Walton Sector Plan Entitlements Residential: 170,200 dwelling unitsRetail/Commercial: 5,040,000 Square FeetIndustrial: 6,000,000 Square FeetOffice/Light Industrial/Manufacturing:11,353,000 Square FeetHospital: 1,350 BedsHotel: 3,310 RoomsGolf Course: 423 Holes This slide reflects projects that are currently under development or proposed for development but may not be developed or, if developed, may differ from current plans.
BAY-WALTON SECTOR PLANELEVATION STUDY
TOPSAIL COMMERCIAL QUICK FACTS:47,000 average daily traffic on US 98PROPERTY:Entitled for 228,300 square feet retail and entertainment, 5,000 square feet office, and 190 assisted living units This slide reflects projects that are currently under development or proposed for development but may not be developed or, if developed, may differ from current plans.
Located within the Bay-Walton Sector Plan, adjacent to NW Florida Beaches International Airport (ECP)A strategic location that offers 24/7 operations and transportation via air, land, and seaGrowth capacity with hundreds of acres of developable commercial and industrial land A “Florida First Sites” certified site – offering project ready industrial sites with due diligence complete to minimize risk and accelerate speed to marketVentureCrossings is currently home to Harris Corporation and GKN Aerospace’s first Florida manufacturing facilityThe region offers some of the highest projected growth in the state; as well as a strong military and defense presence with a highly skilled workforceFlorida is a right-to-work state with no personal state income tax and a pro business tax structure. Eligible projects may qualify for state and local incentives.Pad-sites and build-to-suit opportunities are available VENTURE CROSSINGS VentureCrossings.com QUICK FACTS This slide reflects projects that are currently under development or proposed for development but may not be developed or, if developed, may differ from current plans.
WindMark Beach 59 existing homes Sold 64 lots to national builder (2017) 13 homes under construction 6 homes completed Planning next phase of 38 lots (2019) Eastern Bay County/Port St. Joe Emerging Area QUICK FACTS Project Pipeline Tyndall AFB located in Panama City won new MQ-9 Reaper Wing (drone) program, a $250MM investment by U.S. Air Force with potential of 1,600 new jobs (subject to Environmental Impact Statement) This slide reflects projects that are currently under development or proposed for development but may not be developed or, if developed, may differ from current plans. Titus Road Residential600 acres entitled for residentialBonfire BeachEntitled for 750 units with 4,500 linear feet on Gulf of Mexico (TBD)Port of Port St. Joe Eastern Shipbuilding Lease Economic Development Agreement executed by Gulf County, Eastern Shipbuilding Group, and JOE for floating dry dock and other improvements20 acres (TBD) properties
RIGHT TIME, RIGHT PLACE
JOINT VENTURES BEST IN CLASS PARTNERS H OTELS APARTMENTS RETAIL 55+ COMMUNITIES 28
RESIDENTIAL HOME BUILDER PROGRAMS BEST IN CLASS PARTNERS Watersound Origins | Breakfast Point | SouthWood | WindMark Beach 29
BUILD VALUE FOR OWNERS DEVELOP ASSETS Low Cost Recurring RevenueWorld Class Communities BOLT-ON ACQUISITIONS ACT LIKE OWNERS Excess Capital Distributed via Stock Buybacks SEED GROWTH Every Action Seeds Future Actions21st Century Education, Jobs, Infrastructure Repurchased 29.5% of JOE Last 3 Years($480 million) Help Communities Thrive Opportunistic AcquisitionsExpand Core AreasHigh Quality Jobs 30
NORTHWEST FLORIDA RIGHT TIME, RIGHT PLACE FLORIDA No Personal State Income Tax $1 Trillion EconomyThird Most Populous State Second Fastest Growing Population NORTHWEST FLORIDA Business FriendlyFamily FriendlyLow Cost of LivingExceptional Quality of LifeTyndall AFB, Eglin AFB, Naval Support Activity Center Numerous Aerospace & Defense ContractorsHigh Tech Job TrainingFlorida State University (Panama City Campus) and Gulf Coast State College Advanced Technology Center RECENT ACTIVITY Triumph Gulf Coast, Inc. to distribute $1.5B for the economic diversification and job enhancement of eight Northwest Florida countiesEastern Shipbuilding Group located in Panama City won $10.5B contract to design and build next generation Coast Guard Cutter with potential of 2,000 new jobsTyndall AFB located in Panama City won new MQ-9 Reaper Wing (drone) program, a $250MM Investment by U.S. Air Force with potential of 1,600 new jobs (subject to EIS)GKN Aerospace, one of the world’s largest independent first tier suppliers to aviation industry, expanded operations to VentureCrossings in Panama City Beach with new 138,605 square foot facility creating 170 new jobs Northwest Florida 31
JOE.COM 32