ST JOE Co [JOE] Filings

10-Q 1 joe-20230930x10q.htm 10-Q

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 September 30, 2023


☐	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.)

130 Richard Jackson Boulevard, Suite 200
Panama City Beach, Florida	32407
(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

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 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.


Large accelerated filer	☑	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☑

As of October 23, 2023, there were 58,372,040 shares of common stock, no par value, outstanding.

Table of Contents

THE ST. JOE COMPANY

INDEX


	Page No.
PART I
Item 1. Financial Statements (Unaudited)	3
Condensed Consolidated Balance Sheets - September 30, 2023 and December 31, 2022	3
Condensed Consolidated Statements of Income - Three and Nine Months Ended September 30, 2023 and 2022	5
Condensed Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2023 and 2022	6
Condensed Consolidated Statements of Changes in Stockholders’ Equity - Three and Nine Months Ended September 30, 2023 and 2022	7
Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2023 and 2022	9
Notes to the Condensed Consolidated Financial Statements	11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
Item 3. Quantitative and Qualitative Disclosures About Market Risk	80
Item 4. Controls and Procedures	80
PART II
Item 1. Legal Proceedings	80
Item 1A. Risk Factors	80
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	80
Item 3. Defaults Upon Senior Securities	81
Item 4. Mine Safety Disclosures	81
Item 5. Other Information	81
Item 6. Exhibits	81
SIGNATURES	82

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

THE ST. JOE COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)


	September 30,		December 31,
	2023		2022
ASSETS
Investment in real estate, net	$	1,011,400	$	996,261
Investment in unconsolidated joint ventures		68,406		50,025
Cash and cash equivalents		91,998		37,747
Investments - debt securities		9,975		40,576
Other assets		87,027		61,729
Property and equipment, net of accumulated depreciation of $75,875 and $67,133 as of September 30, 2023 and December 31, 2022, respectively		69,133		39,638
Investments held by special purpose entities		204,167		204,863
Total assets	$	1,542,106	$	1,430,839
LIABILITIES AND EQUITY
Liabilities:
Debt, net	$	453,116	$	385,860
Accounts payable and other liabilities		91,199		94,371
Deferred revenue		55,489		38,936
Deferred tax liabilities, net		70,581		82,706
Senior Notes held by special purpose entity		178,085		177,857
Total liabilities		848,470		779,730

Commitments and contingencies (Note 18)

Equity:
Common stock, no par value; 180,000,000 shares authorized; 58,372,040 and 58,335,541 issued and outstanding at September 30, 2023 and December 31, 2022, respectively		270,621		270,028
Retained earnings		404,191		358,344
Accumulated other comprehensive income		2,575		2,430
Total stockholders’ equity		677,387		630,802
Non-controlling interest		16,249		20,307
Total equity		693,636		651,109
Total liabilities and equity	$	1,542,106	$	1,430,839

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

THE ST. JOE COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

The following presents the portion of the condensed consolidated balances attributable to the Company’s consolidated joint ventures, which, as of September 30, 2023 and December 31, 2022, include the Pier Park North joint venture (“Pier Park North JV”), Pier Park Crossings LLC (“Pier Park Crossings JV”), Origins Crossings, LLC (“Watersound Origins Crossings JV”), SJWCSL, LLC (“Watercrest JV”), Watersound Closings & Escrow, LLC (“Watersound Closings JV”), Pier Park Crossings Phase II LLC (“Pier Park Crossings Phase II JV”), Mexico Beach Crossings, LLC (“Mexico Beach Crossings JV”), Pier Park Resort Hotel, LLC (“Pier Park Resort Hotel JV”), the 30A Greenway Hotel, LLC (“The Lodge 30A JV”), Panama City Timber Finance Company, LLC and Northwest Florida Timber Finance, LLC. See Note 2. Summary of Significant Accounting Policies. Basis of Presentation and Principles of Consolidation and Note 4. Joint Ventures for additional information. The following assets may only be used to settle obligations of the consolidated joint ventures and the following liabilities are only obligations of the consolidated joint ventures and do not have recourse to the general credit of the Company, except for covenants and guarantees discussed in Note 9. Debt, Net.


	September 30,		December 31,
	2023		2022
ASSETS
Investment in real estate, net	$	265,406	$	272,395
Cash and cash equivalents		4,216		7,353
Other assets		20,366		16,804
Property and equipment, net		23,185		7,219
Investments held by special purpose entities		204,167		204,863
Total assets	$	517,340	$	508,634
LIABILITIES
Debt, net	$	275,745	$	243,447
Accounts payable and other liabilities		11,541		18,834
Deferred revenue		198		234
Senior Notes held by special purpose entity		178,085		177,857
Total liabilities	$	465,569	$	440,372

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				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Revenue:
Real estate revenue	$	39,947	$	17,330	$	144,296	$	82,132
Hospitality revenue		47,369		29,035		116,967		74,912
Leasing revenue		13,084		10,049		37,252		28,215
Timber revenue		990		1,162		4,032		5,438
Total revenue		101,390		57,576		302,547		190,697
Expenses:
Cost of real estate revenue		21,059		7,229		72,504		35,324
Cost of hospitality revenue		36,159		21,959		92,407		58,238
Cost of leasing revenue		6,795		4,946		18,709		12,596
Cost of timber revenue		202		172		572		577
Corporate and other operating expenses		6,170		5,322		17,426		16,493
Depreciation, depletion and amortization		10,712		5,771		27,502		16,263
Total expenses		81,097		45,399		229,120		139,491
Operating income		20,293		12,177		73,427		51,206
Other income (expense):
Investment income, net		3,649		2,735		9,753		7,531
Interest expense		(8,411)		(4,727)		(21,827)		(12,951)
Gain on contributions to unconsolidated joint ventures		76		1,430		633		2,001
Equity in income from unconsolidated joint ventures		8,708		2,481		18,409		3,415
Other income, net		1,150		2,128		3,332		6,045
Total other income, net		5,172		4,047		10,300		6,041
Income before income taxes		25,465		16,224		83,727		57,247
Income tax expense		(6,764)		(4,163)		(21,709)		(14,643)
Net income		18,701		12,061		62,018		42,604
Net loss attributable to non-controlling interest		708		286		2,509		194
Net income attributable to the Company	$	19,409	$	12,347	$	64,527	$	42,798

NET INCOME PER SHARE ATTRIBUTABLE TO THE COMPANY
Basic	$	0.33	$	0.21	$	1.11	$	0.73
Diluted	$	0.33	$	0.21	$	1.11	$	0.73

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic		58,314,117		58,814,972		58,312,461		58,859,723
Diluted		58,334,828		58,814,972		58,320,499		58,861,440

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

THE ST. JOE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Net income:	$	18,701	$	12,061	$	62,018	$	42,604
Other comprehensive income (loss):
Net unrealized (loss) gain on available-for-sale investments		(6)		(31)		247		(686)
Interest rate swaps		606		1,427		1,010		4,540
Interest rate swap - unconsolidated joint venture		58		307		172		615
Reclassification of net realized (gain) loss included in earnings		(473)		15		(1,281)		150
Total before income taxes		185		1,718		148		4,619
Income tax expense		(33)		(327)		(50)		(828)
Total other comprehensive income, net of tax		152		1,391		98		3,791
Total comprehensive income, net of tax		18,853		13,452		62,116		46,395
Total comprehensive loss (income) attributable to non-controlling interest		654		(142)		2,556		(1,161)
Total comprehensive income attributable to the Company	$	19,507	$	13,310	$	64,672	$	45,234

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

THE ST. JOE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Dollars in thousands)

(Unaudited)


							Accumulated
	Common Stock						Other
	Outstanding				Retained		Comprehensive		Treasury		Non-controlling
	Shares		Amount		Earnings		Income		Stock		Interest		Total
Balance at June 30, 2023	58,372,040	$	270,395	$	391,787	$	2,477	$	—	$	17,051	$	681,710
Capital distribution to non-controlling interest	—		—		—		—		—		(148)		(148)
Stock based compensation expense	—		226		—		—		—		—		226
Dividends ($0.12 per share)	—		—		(7,005)		—		—		—		(7,005)
Other comprehensive income, net of tax	—		—		—		98		—		54		152
Net income (loss)	—		—		19,409		—		—		(708)		18,701
Balance at September 30, 2023	58,372,040	$	270,621	$	404,191	$	2,575	$	—	$	16,249	$	693,636


							Accumulated
	Common Stock						Other
	Outstanding				Retained		Comprehensive		Treasury		Non-controlling
	Shares		Amount		Earnings		Income		Stock		Interest		Total
Balance at June 30, 2022	58,907,744	$	297,021	$	329,593	$	1,084	$	(180)	$	19,922	$	647,440
Capital contribution from non-controlling interest	—		—		—		—		—		1,579		1,579
Capital distribution to non-controlling interest	—		—		—		—		—		(431)		(431)
Stock based compensation expense	—		108		—		—		—		—		108
Repurchase of common shares	(572,203)		—		—		—		(19,792)		—		(19,792)
Dividends ($0.10 per share)	—		—		(5,891)		—		—		—		(5,891)
Other comprehensive income, net of tax	—		—		—		963		—		428		1,391
Net income (loss)	—		—		12,347		—		—		(286)		12,061
Balance at September 30, 2022	58,335,541	$	297,129	$	336,049	$	2,047	$	(19,972)	$	21,212	$	636,465

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

THE ST. JOE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Dollars in thousands)

(Unaudited)

Common Stock

Accumulated Other

Outstanding

Retained

Comprehensive

Treasury

Non-controlling

Shares

Amount

Earnings

Income

Stock

Interest

Total

Balance at December 31, 2022

58,335,541

270,028

358,344

2,430

—

20,307

ST JOE Co [JOE] Filings
10-Q	[2023-10-25]
10-Q	[2023-07-26]
10-Q	[2023-04-26]
10-K	[2023-02-22]
10-Q	[2022-10-26]
10-Q	[2022-07-27]
10-Q	[2022-04-27]
10-K	[2022-02-23]
10-Q	[2021-10-27]
10-Q	[2021-07-28]
10-Q	[2021-04-28]
10-K	[2021-02-24]
10-Q	[2020-10-28]
10-Q	[2020-07-29]
10-Q	[2020-04-29]
10-K	[2020-02-26]
10-Q	[2019-10-30]
10-Q	[2019-07-31]
10-Q	[2019-05-01]
10-K	[2019-02-27]
10-Q	[2018-10-31]
10-Q	[2018-08-01]
10-Q	[2018-05-02]
10-K	[2018-03-01]
10-Q	[2017-11-02]
10-Q	[2017-08-03]
10-Q	[2017-05-04]
10-K	[2017-03-02]
10-Q	[2016-11-03]
10-Q	[2016-08-03]
10-Q	[2016-05-06]
10-K	[2016-03-03]
10-Q	[2015-11-05]
10-Q	[2015-08-06]
10-Q	[2015-05-08]
10-K	[2015-02-27]
10-Q	[2014-11-06]
10-Q	[2014-08-08]
10-Q	[2014-05-12]
10-K	[2014-02-28]
10-Q	[2013-11-07]
10-Q	[2013-08-08]
10-Q	[2013-05-08]
10-K	[2013-03-01]
10-Q	[2012-11-02]
10-Q	[2012-08-03]
10-Q	[2012-05-03]
10-K	[2012-02-27]