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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) 
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 20, 2007
The St. Joe Company
(Exact Name of Registrant as Specified in Its Charter)
         
Florida   1-10466   59-0432511
         
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer
of Incorporation)       Identification No.)
     
245 Riverside Avenue, Suite 500
Jacksonville, FL
   
32202
     
(Address of Principal Executive Offices)   (Zip Code)
(904) 301-4200
 
(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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))
 
 

 


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Item 2.01. Completion of Acquisition or Disposition of Assets
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EX-99.1 Press Release dated August 7, 2007


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Explanatory Note
This Form 8-K/A amends the Current Report on Form 8-K filed by The St. Joe Company with the Securities and Exchange Commission on June 22, 2007 (the “Original 8-K”), regarding the closing of the sale of 15 of the 17 properties in the Company’s office building portfolio. The information previously reported in the Original 8-K is hereby incorporated by reference into this Form 8-K/A, except to the extent such information has been modified or amended as described herein.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On August 7, 2007, the Company closed the sale of one of the remaining two buildings in its office building portfolio to an affiliate of Eola Capital, LLC for $56.0 million. The Company received cash proceeds of approximately $26.7 million, and approximately $29.3 million of mortgage debt was defeased in connection with the sale. Additional information regarding the sale is set forth in our press release dated August 7, 2007, a copy of which is filed as exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(b) Pro forma financial information:
The pro forma consolidated statement of income for the year ended December 31, 2006 and notes thereto included in the Original 8-K were presented with adjustments to include all 17 buildings in the pro forma results as discontinued operations. After further analysis, the Company determined that it should reflect the income from three of the 17 buildings as “continuing operations” rather than “discontinued operations”, due to the significance of expected cash outflows in the form of rent payments that the Company will continue to recognize. As a result, the revised pro forma consolidated statement of income for the year ended December 31, 2006 included herein contains adjustments for discontinued operations that differ from those reported in the Original 8-K (See Note A to the pro forma consolidated statement of income for additional information).
A pro forma consolidated balance sheet as of June 30, 2007 and notes thereto are included herein. This pro forma balance sheet is presented as if the building sale described in Item 2.01 above had occurred as of June 30, 2007. Also, due to the change in accounting treatment described above, additional tenant improvements made to the buildings and other final accounting adjustments, the pro forma balance sheet included herein reflects a gain from the sale of the 15 buildings that closed on June 20, 2007 that differs from that reported in the Original 8-K. (See Note F to the pro forma consolidated balance sheet for additional information).
(c) Exhibits
99.1   Press Release dated August 7, 2007.

 


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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
 
 
Dated: August 13, 2007  By:   /s/ Janna L. Connolly    
    Janna L. Connolly   
    Chief Accounting Officer   
 

 


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The St. Joe Company
Pro Forma Consolidated Financial Statements
On June 20, 2007, the Company closed the sale of 15 of the 17 buildings in its office building portfolio as described in the Company’s Current Report on Form 8-K filed with the SEC on June 22, 2007. On August 7, 2007, the Company closed the sale of one of the remaining two buildings in the office building portfolio. The following unaudited pro forma consolidated balance sheet is based upon the Company’s historical financial statements and gives effect to the August 7, 2007 sale. The sale of the remaining building is anticipated to close in the third quarter 2007.
The unaudited pro forma consolidated balance sheet as of June 30, 2007 is presented as if the August 7, 2007 sale had been completed as of June 30, 2007. No unaudited pro forma consolidated statement of income for the three months ended June 30, 2007 is presented since the income from the 14 buildings treated as discontinued operations was previously reported as discontinued operations in the Company’s consolidated statement of income included in the Company’s quarterly report on Form 10-Q for the period ended June 30, 2007. The unaudited pro forma consolidated statement of income for the year ended December 31, 2006 is presented as if the sale of all 17 buildings had occurred as of January 1, 2006.
These unaudited pro forma consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2006 and quarterly report on Form 10-Q for the period ended June 30, 2007.
The unaudited pro forma consolidated financial statements are not necessarily indicative of what the actual financial position of the Company would have been at June 30, 2007 assuming the transaction had been completed as set forth above, nor does it purport to represent the financial position of the Company in future periods.

 


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THE ST. JOE COMPANY
PRO FORMA CONSOLIDATED BALANCE SHEET
June 30, 2007
(Unaudited)
(Dollars in thousands)
                         
    June 30, 2007           June 30, 2007
    Historical   Sale of Buildings   Pro forma
     
ASSETS
                       
 
                       
Investment in real estate
  $ 887,632             $ 887,632  
Cash and cash equivalents
    20,187     $ 25,843 (A)     46,030  
Marketable securities
            31,214 (B)     31,214  
Accounts receivable, net
    13,631               13,631  
Notes receivable
    112,951               112,951  
Prepaid pension asset
    102,961               102,961  
Property, plant and equipment, net
    42,489               42,489  
Goodwill, net
    26,287               26,287  
Other intangible assets, net
    2,645               2,645  
Other assets
    31,626               31,626  
Assets held for sale
    93,868       (49,949 )(C)     43,919  
     
 
  $ 1,334,277     $ 7,108     $ 1,341,385  
     
 
                       
LIABILITIES AND STOCKHOLDERS’ EQUITY
                       
 
                       
LIABILITIES:
                       
Debt
  $ 428,526     $ 29,329 (B)   $ 457,855  
Accounts payable
    97,909               97,909  
Accrued liabilities
    73,041       1,943 (B)     74,984  
Income tax payable
    72,937       21,995 (D)     94,932  
Deferred income taxes
    102,283       (19,503 )(D)     82,780  
Liabilities associated with assets held for sale
    60,384       (30,722 )(E)     29,662  
     
Total liabilities
    835,080       3,042       838,122  
 
                       
Minority interest in consolidated subsidiaries
    7,378               7,378  
 
                       
STOCKHOLDERS’ EQUITY:
                       
Common stock, no par value; 180,000,000 shares authorized; 104,498,861 issued at June 30, 2007.
    317,421               317,421  
Retained earnings
    1,099,576       4,066 (F)     1,103,642  
Accumulated other comprehensive income
    (688 )             (688 )
Treasury stock at cost, 30,104,211 shares held at June 30, 2007.
    (924,490 )             (924,490 )
     
Total stockholders’ equity
    491,819       4,066       495,885  
     
 
  $ 1,334,277     $ 7,108     $ 1,341,385  
     
See accompanying notes to pro forma consolidated balance sheet.

 


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The St. Joe Company
June 30, 2007
(Unaudited)
Notes to pro forma consolidated balance sheet
(A)   On August 7, 2007, the Company closed the sale of one of the remaining two properties in the office building portfolio for a sales price of $56.0 million. The Company received net cash proceeds of $25.8 million related to the sale of the building.
 
(B)   In connection with the sale, the existing mortgage on the building was defeased. The defeasance transaction resulted in the establishment of a defeasance trust and deposit of proceeds for $31.2 million of which $29.3 million will be used to pay down the related mortgage debt. The proceeds were invested in government backed securities to fund the future debt payments as they become due. In addition, a liability adjustment has been recorded for $1.9 million and represents the excess premium associated with the debt defeasance transaction.
 
(C)   The Company had recorded all assets associated with the building as held for sale at June 30, 2007. The adjustment relates to the asset basis of the building sold. The remaining balance in assets held for sale represents the one remaining office building to be sold.
 
(D)   The Company has recorded deferred tax liabilities of $19.5 million related to the building. The income tax payable includes $21.9 million of tax due on gain on sale of which $19.5 million related to the reversal of deferred tax liabilities. The Company intends to pay the income tax payable in 2007 by borrowing on its revolving credit facility.
 
(E)   The Company had recorded all liabilities associated with the building as held for sale at June 30, 2007. The adjustment includes liabilities of $1.3 million outstanding at June 30, 2007 related to the office building sold and the defeasance of $29.3 million of mortgage debt. The remaining balance in liabilities held for sale is primarily made up of the $28.7 million of mortgage debt on the sale of the one remaining office building to be closed.
 
(F)   The Company has reflected a pre tax gain related to the sale of the office building of approximately $6.6 million ($4.1 million after tax).
          In our Form 8-K filed on June 22, 2007, the Company reported a preliminary pre-tax gain on the sale of the 15 properties closed on June 20, 2007 of approximately $53.5 million ($33.1 million after tax). The final pre-tax gain reported in our Form 10-Q for the period ended June 30, 2007 was $48.6 million ($30.3 million net of tax), of which $3.3 million ($2.1 million net of tax) has been deferred due to sale leaseback transactions on three of the properties.

 


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THE ST. JOE COMPANY
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Dollars in thousands)
                         
            Year Ended December 31,    
            2006    
    Historical   Sale of buildings   Pro forma
     
Revenues:
                       
Real estate sales
  $ 638,126             $ 638,126  
Rental revenues
    41,003     $ (35,921 )(A)     5,082  
Timber sales
    29,937               29,937  
Other revenues
    39,126               39,126  
     
Total revenues
    748,192       (35,921 )     712,271  
     
 
                       
Expenses:
                       
Cost of real estate sales
    407,077               407,077  
Cost of rental revenues
    16,933       (12,988 )(A)     3,945  
Cost of timber sales
    21,899               21,899  
Cost of other revenues
    41,649               41,649  
Other operating expenses
    77,385       (843 )(A)     76,542  
Corporate expense, net
    51,262               51,262  
Depreciation and amortization
    38,844       (17,886 )(A)     20,958  
Impairment losses
    1,500               1,500  
Restructuring charge
    13,416               13,416  
     
Total expenses
    669,965       (31,717 )     638,248  
     
Operating profit
    78,227       (4,204 )     74,023  
     
Other income (expense):
                       
Investment income, net
    5,138       1,567 (B)     6,705  
Interest expense
    (20,566 )     10,114 (C)     (10,452 )
Other, net
    (526 )             (526 )
     
Total other income (expense)
    (15,954 )     11,681       (4,273 )
     
Income from continuing operations before equity in income of unconsolidated affiliates, income taxes, and minority interest
    62,273       7,477       69,750  
Equity in income of unconsolidated affiliates
    9,307               9,307  
Income tax expense
    25,157       2,841 (D)     27,998  
     
Income from continuing operations before minority interest
    46,423       4,636       51,059  
Minority interest
    6,137               6,137  
     
Income from continuing operations
  $ 40,286     $ 4,636     $ 44,922  
     
 
                       
Earnings per share
                       
Basic
                       
Income from continuing operations
  $ 0.54             $ 0.61  
Diluted
                       
Income from continuing operations
  $ 0.54             $ 0.60  
 
                       
Weighted average shares outstanding — basic
    73,719,415               73,719,415  
Weighted average shares outstanding — diluted
    74,419,159               74,419,159  
See accompanying notes to pro forma consolidated statement of income.

 


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The St. Joe Company
December 31, 2006
(Unaudited)
Notes to pro forma consolidated statement of income
(A)   On June 20, 2007, the Company completed the sale of 15 of the 17 properties in the office building portfolio. In addition, on August 7, 2007 the Company closed on the sale of one of the remaining two properties. The adjustment reflects the pre tax results of operations related to 14 of the 17 properties of the portfolio, including the one remaining office building with an anticipated closing in the third quarter 2007. In our Form 8-K filed on June 22, 2007, the Company included an adjustment to include all 17 buildings in the pro forma results for the year ended December 31, 2006 as discontinued operations. After further analysis, the Company determined that it should reflect the income from three of the 17 buildings as “continuing operations” rather than “discontinued operations”, due to the significance of expected cash outflows in the form of rent payments that the Company will continue to recognize. As a result, the adjustments for discontinued operations reported in the accompanying pro forma income statement differ from those reported in the June 22, 2007 Form 8-K.
 
(B)   Adjustment reflects investment income earned on net proceeds invested.
 
(C)   Interest expense adjustment includes interest on mortgage debt related to 14 properties in the office building portfolio. In addition, interest expense includes an adjustment of $3.5 million related to interest on our revolving credit facility which was assumed to have been paid down with our purchase proceeds.
 
(D)   Income tax expense adjustment includes tax expense related to 14 properties in the office building portfolio.