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 17, 2022
(Exact Name of Registrant as Specified in its Charter)
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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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(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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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading symbol(s)
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Name of Each Exchange on Which Registered
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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. ☐
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Item 7.01
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Regulation FD Disclosure
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The St. Joe Company (the “Company”) is providing the attached investor presentation that is expected to be presented at the Company’s 2022 virtual annual
meeting of shareholders on May 17, 2022. 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.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
The following exhibit is furnished as part of the Current Report on Form 8-K.
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
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Marek Bakun
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| Executive Vice President & Chief Financial Officer |
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Date: May 17, 2022
Exhibit 99.1
Watersound Beach ClubSM | Walton County, Florida
TABLE OF CONTENTS 1 Watersound Origins ® | Walton County Value
CreationSegmentsMilestonesConstruction StartsDemographic TailwindsScratching the SurfaceAppendixMap
VALUE CREATION 2 Latitude MargaritavilleSM Watersound| Bay County
VALUE CREATION($ IN MILLIONS) 3
VALUE CREATION($ PER SHARE) 4
See Appendix “Reconciliation of Non-GAAP Financial Measures” at the end of this presentation. VALUE
CREATIONCASH GENERATED FOR DISTRIBUTION OR INVESTMENT (CGFDI) ($ IN MILLIONS) Q1 2020 Q1 2021 -$1.3 $3.0 $8.1 $20.3 $0.14 $0.34 Q1 2021 Q1
2022 $3.2 $13.4 $20.2 $43.4 $0.34 $0.74 5 2016 2017 2018 2019 2020 2021 Net Income $15.9 $59.6 $32.4 $26.8 $45.2 $74.6 Cash Generated for Distribution or Investment
(CGFDI) $16.9 $55.5 $57.5 $65.5 $71.5 $154.5 CGFDI Per Share $0.23 $0.79 $0.92 $1.09 $1.21 $2.62
SCALING EFFICIENCIES($ IN MILLIONS) 6 2016 2017 2018 2019 2020 2021 Revenue $96.9 $100.0
$110.3 $127.1 $160.6 $267.0 Corporate and Other Operating Expenses $23.0 $20.4 $20.6 $21.4 $22.9 $23.0 % of Revenue 24% 20% 19% 17% 14% 9%
SEGMENTS 7 WaterColor® Inn | Walton County
RESIDENTIAL SALES 8
RESIDENTIAL SALES PIPELINE 9 Total: 17,476 BACKLOG AS OF MARCH 31, 2022 2,294 ACTIVE
BUILDERS PLATTED OR UNDER DEVELOPMENT 3,288 ADDITIONAL ENTITLEMENTS WITH CONCEPT PLAN 12,185 ENGINEERING OR PERMITTING 2,003 527 HOMES UNDER CONTRACT AT LATITUDE MARGARITAVILLE WATERSOUND 18 -As of March 31, 2022-The Company has
additional entitlements beyond what is listed HOMESITES UNDER CONTRACT
HOSPITALITY 10 Hotel Rooms Club Memberships
COMMERCIAL 11 Commercial and Operational Square Feet Multi-Family and Senior Living
MILESTONES 12 Shark’s Tooth Golf Course | Bay County
HOMESITES MULTI-FAMILY AND SENIOR LIVING UNITS HOTEL ROOMS COMMERCIAL SQUARE FEET*** CLUB
MEMBERSHIPS 1,000 PER YEAR 1,300 900 1,500,000 1,400 *2021 Unit Milestones presented at the May 20, 2019, Annual Shareholders’ Meeting **Existing and under development/construction as of December 31, 2021***Commercial Square Feet
includes leasable assets (i.e., Pier Park North) and operational assets (i.e., Busy Bee Convenience Store, Scratch Restaurant, etc.)Includes projects wholly owned or partially owned via Joint Ventures 853 (85%) 1,436 (110%) 1,177
(131%) 1,306,095 (87%) 2,255 (161%) Milestone Results** 2021 UNIT MILESTONES* 13
2024 UNIT MILESTONES* 14 2,000 PER YEAR 2,500 1,500 1,800,000 3,250 2024
Milestone 750 *2024 Unit Milestones presented at the May 17, 2022 Annual Shareholders’ Meeting **Commercial Square Feet includes leasable assets (i.e., Pier Park North) and operational assets (i.e., Busy Bee Convenience Store, Scratch
Restaurant, etc.)All information above is subject to change and includes projects wholly owned or partially owned via Joint Ventures HOMESITES MULTI-FAMILY AND SENIOR LIVING UNITS HOTEL ROOMS COMMERCIAL SQUARE FEET** CLUB
MEMBERSHIPS BOAT SLIPS
CONSTRUCTION STARTS 15 Hotel Indigo®| Bay County
TimeLine 2013 - 2018 CONSTRUCTION STARTS 2021-2023 COMMERCIALSouth Walton Commerce
ParkWatersound Fountains Senior Living Watersound Town Center East Lake Creek Apartments Watersound West Bay CenterFSU Health Medical CampusGateway Apartments Mexico Beach Crossings ApartmentsPier Park Northwest (second select service
hotel)Lake Powell Crossings ApartmentsWatersound West ApartmentsWest Bay Self StoragePier Park City CenterWatersound Origins Townhomes HOSPITALITYHome2 Suites by Hilton Watersound Hotel WaterColor Inn (room expansion)East Lake Powell (club
amenity)Intracoastal Waterway (ICW) Marina Hotel IndigoHarrison’s Kitchen & Bar Watersound Club Golf Course (club amenity)Point South Marinas (Bay Point and Port St. Joe)Port St. Joe Marina (lodging and restaurant) RESIDENTIALWatersound
OriginsWatersound Origins WestWatersound Camp CreekWard Creek EastWard Creek WestEast Lake CreekBreakfast Point EastPark PlaceTitus ParkCollege StationMexico Beach WindMark Beach ®Latitude Margaritaville WatersoundWest Laird 16 =
Construction Started Watersound® Town Center Publix | Walton County Watersound Origins Greenway | Walton County - Additional projects are in the planning stage - Residential projects include multiple phases Point South Marina Port St.
Joe | Gulf County BREAKFAST POINT®, PIER PARK®, PIER PARK CITY CENTERSM, WATERCOLOR®, WATERSOUND®, WATERSOUND CAMP CREEKSM, WATERSOUND® CLUB, WATERSOUND FOUNTAINSSM, WATERSOUND INNSM , WATERSOUND ORIGINS®, WATERSOUND® TOWN CENTER, &
WINDMARK BEACH®, (the “Marks”) are trademarks and service marks of The St. Joe Company (“St. Joe”).
DEMOGRAPHIC TAILWINDS 17 Watersound Town Center| Walton County
SURGING DEMAND DISCOVERY OF NORTHWEST FLORIDAVisitors and residents from expanding geographiesMore
year-round activity and permanent residents VIRTUAL WORK ENVIRONMENTFlexibility to work and live anywhere QUALITY OF LIFE AND SAFETYFamily-oriented, natural beauty, open spaces, and relative affordability GROWING INFRASTRUCTURENorthwest
Florida Beaches International Airport (ECP) and Destin/Fort Walton Beach Airport (VPS) breaking recordsWest Bay ParkwayFSU Health Medical Campus 18 WindMark Beach| Gulf County
ECOSYSTEM FOCUS 19 RESIDENTIAL COMMUNITIESWide range of prices and lifestylesWorkforce, move-up,
retirement, luxury and second home HOSPITALITY EXPERIENCESLuxury branded hotelsValue flagged hotelsWaterfront resortsMarinasPrivate club COMMERCIAL PORTFOLIO RELATEDGarden style multi-family, village townhomes and senior livingVillage town
centersCommercial, office and light industrial flex spacesStorage facilities, convenience store and other retail operationsFinancial services
20 EXPANDING GEOGRAPHIESWALTON COUNTY
21 EXPANDING GEOGRAPHIESBAY COUNTY
EXPANDING GEOGRAPHIESWATERSOUND CLUB MEMBERS 22
SCRATCHING THE SURFACE 23 Pier Park Crossings Apartments | Bay County
JUST SCRATCHING THE SURFACE OFMULTI-GENERATIONAL VALUE CREATION 24 LAND ENTITLEMENTS SCALABLE
OPERATIONS ECO SYSTEM FOCUS
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES APPENDIX 25 Embassy Suites by Hilton ® | Bay County
“Cash Generated for Distribution or Investment” (CGFDI) and “CGFDI Per Share” are non-GAAP measures,
which management believes assists investors by providing insight into the cash generated by the Company that management has available for distribution to shareholders or for reinvestment into the business. CGFDI is calculated by adding “Net
Cash Provided by Operating Activities”, “Expenditures for and Acquisition of Real Estate to Be Sold”, and “Capital Distributions from Unconsolidated Joint Ventures” and subtracting “Capital Distributions to Non-Controlling Interest”,
“Principal Payments for Debt”, “Principal Payments for Finance Leases”, and “Maintenance Capital Expenditures”. Maintenance Capital Expenditures are intended to show capital expenditures made to maintain the value and/or revenue generating
capacity of existing operating assets. CGFDI should not be considered an alternative to “Net Cash Provided by Operating Activities” determined in accordance with GAAP as an indicator of the Company’s cash flows and liquidity position. CDFGI
Per Share is calculated by dividing CGFDI by “Basic Weighted Average Shares Outstanding.” RECONCILIATION OF NON-GAAP FINANCIAL MEASURESCash Generated for Distribution or Investment (CGFDI) 26 ($'s and Shares in Millions except per share
amount) 2016 2017 2018 2019 2020 2021 Q1 2021 Q1 2022 Net Cash Provided by Operating Activities $10.7 $53.7 $41.4 $30.4 $37.3 $111.8 $9.8 $19.8 Plus: Expenditures for and Acquisition of Real
Estate to Be Sold $8.3 $8.5 $19.8 $40.1 $40.5 $47.3 $12.0 $25.9 Plus: Capital Distributions from Unconsolidated Joint Ventures $0.0 $0.0 $0.0 $0.0 $0.0 $1.5 $0.0 $0.2 Less: Capital Distributions to
Non-Controlling Interest ($0.6) ($2.3) ($0.4) ($0.6) ($0.6) ($1.2) ($0.3) ($0.7) Less: Principal Payments for Debt ($0.5) ($1.3) ($1.4) ($1.6) ($1.9) ($2.3) ($0.5) ($0.5) Less: Principal Payments for Finance Leases $0.0
$0.0 $0.0 ($0.0) ($0.1) ($0.1) ($0.0) ($0.0) Less: Maintenance Capital Expenditures ($1.0) ($3.1) ($1.9) ($2.8) ($3.7) ($2.5) ($0.8) ($1.3) CGFDI $16.9 $55.5 $57.5 $65.5 $71.5 $154.5
$20.2 $43.4 Basic Weighted Average Shares Outstanding 74.5 70.5 62.7 60.0 59.0 58.9 58.9 58.9 CGFDI Per Share $0.23 $0.79 $0.92 $1.09 $1.21 $2.62 $0.34
$0.74
MAP 27 WindMark Beach® Town Center | Gulf County
28 LAND HOLDINGS AND DEVELOPMENTS MAP OF LAND HOLDINGS AND PROJECTSWALTON, BAY, AND GULF
COUNTIES JOE.COM FOOW®, CAMP CREEK® GOLF, ORIGINSSM GOLF, PIER PARK CROSSINGSSM, PIER PARK NORTH®, RIVERCAMPS®, WATERCOLOR EXECUTIVE SUITESSM, WATERSOUND BEACH CLUBSM, WATERSOUND CAMP CREEKSM, WATERSOUND ORIGINS CROSSINGSSM, & VENTURE
CROSSINGS®, (the “Marks”) are trademarks and service marks of The St. Joe Company (“St. Joe”).
29 © The St. Joe Company 2022. All Rights Reserved.Important Notice Regarding Forward-Looking
Statements 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
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
terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar expressions concerning matters that are not historical facts.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 reliance on our forward-looking statements. Actual results or
events may differ materially from those indicated as a result of various important factors, including: the potential impacts of the ongoing COVID-19 pandemic; our ability to successfully implement our strategic objectives; new or increased
competition across our business units; any decline in general economic conditions, particularly in our primary markets; our ability to successfully execute or integrate new business endeavors and acquisitions; our ability to yield anticipated
returns from our 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 our joint venture projects;
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 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 homebuilders; reductions in travel and other risks
inherent to the hospitality industry; the financial condition of our commercial tenants; regulatory and insurance risks associated with our senior living 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 Florida; our ability to fully recover from natural disasters and severe weather conditions,
including the recovery of insurance claims for losses related to Hurricane Michael; the actual or perceived threat of climate change; the seasonality of our business; our ability to obtain adequate insurance for our properties or 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 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, 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 and defend against
cyber-attacks; increased media, political, and regulatory scrutiny could negatively impact our reputation; our ability to maintain adequate internal controls; risks associated with our financing arrangements, including our compliance with
certain restrictions and limitations; interest rate fluctuations; geopolitical conflicts and political uncertainty and the corresponding impact on the global economy; our ability to pay our quarterly dividend; the potential volatility of our
common stock; and the other risks and uncertainties discussed in “Risk Factors” beginning on page 6 of our most recent annual report on Form 10-K and from time to time in our subsequent filings with the SEC .