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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                    FORM 10-Q

       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1997

Commission file number       1-10466

                               St. Joe Corporation
                               -------------------
             (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.)

Suite 400, 1650 Prudential Drive, Jacksonville, Florida                  32207
(Address of principal executive offices)                              (Zip Code)

                                 (904) 396-6600
              (Registrant's telephone number, including area code)

                                      None
              (Former name, former address and former fiscal year,
                          if changed since last report)

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 X NO

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

As of June 30, 1997 there were 30,565,937 shares of common stock, no par value,
outstanding.

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                               ST. JOE CORPORATION
                                      INDEX

Page No. PART I Financial Information: Consolidated Balance Sheet - June 30, 1997 and December 31, 1996 3 Consolidated Statements of Income and Retained Earnings - Three months and six months ended June 30, 1997 and 1996 4 Consolidated Statements of Cash Flows - Six months ended June 30, 1997 and 1996 5 Notes to Consolidated Financial Statements 6 Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations 9 PART II Other Information Exhibits and Reports on Form 8-K 13
3 ST. JOE CORPORATION CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
June 30, December 31, 1997 1996 (Unaudited) ASSETS Current Assets: Cash & cash equivalents $ 172,111 $ 449,013 Short-term investments 28,437 88,011 Accounts receivable 44,548 57,517 Inventory 13,101 18,677 Other assets 26,257 17,455 ----------- ----------- Total current assets 284,453 630,673 Investment & Other Assets: Marketable securities 357,570 282,827 Other assets 61,292 58,571 ----------- ----------- Total investment and other assets 418,862 341,398 Property, plant & equipment 1,168,329 1,156,642 Accumulated depreciation (322,280) (322,475) ----------- ----------- Net property, plant & equipment 846,049 834,167 =========== =========== Total assets $ 1,549,364 $ 1,806,238 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 24,324 $ 28,480 Accrued liabilities 21,794 21,615 Income tax payable 1,375 6,864 ----------- ----------- Total current liabilities 47,492 56,959 Accrued casualty reserves and other liabilities 19,575 18,185 Deferred income taxes 271,514 254,873 Minority interest in consolidated subsidiaries 286,782 279,280 Stockholders' Equity: Common stock, no par value; 60,000,000 shares 13,054 8,714 authorized; 30,565,937 and 30,498,650 issued and outstanding at June 30, 1997 and December 31, 1996, respectively Retained earnings 835,669 1,125,161 Net unrealized gains on marketable securities available for sale 79,184 63,066 Restricted stock deferred compensation (3,906) -- ----------- ----------- Total stockholders' equity 924,001 1,196,941 ----------- ----------- Total liabilities and stockholders' equity $ 1,549,364 $ 1,806,238 =========== ===========
See notes to consolidated financial statements. 3 4 ST. JOE CORPORATION CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (Unaudited) (Dollars in thousands except per share amounts)
Three months Six months ended June 30, ended June 30, 1997 1996 1997 1996 Net sales $ 48,526 $ 33,195 $ 68,518 $ 158,714 Operating revenues 45,575 46,995 113,962 92,438 ------------------------------------------------------ Total revenues 94,102 80,190 182,481 251,152 Cost of sales 44,114 16,394 57,908 50,670 Operating expenses 23,914 35,213 78,548 69,865 Selling, general and administrative expenses 10,200 5,830 19,896 14,766 ------------------------------------------------------ Operating profit 15,874 22,753 26,129 115,851 Other income (expense): Dividends 858 1,009 1,656 1,715 Interest income 5,636 6,493 15,237 10,553 Interest expense (150) (257) (241) (324) Gain on sales and other dispositions of property 3,024 125 3,098 2,936 Other, net 1,308 1,508 2,792 3,205 ------------------------------------------------------ Total other income (expense) 10,676 8,878 22,542 18,085 ------------------------------------------------------ Income before income taxes and minority interest 26,550 31,631 48,671 133,936 Income tax expense 11,275 22,875 21,549 62,072 ------------------------------------------------------ Income before minority interest 15,274 8,756 27,121 71,864 Minority interest (4,060) (2,966) (7,897) (6,395) ------------------------------------------------------ Income from continuing operations 11,214 5,790 19,224 65,469 ------------------------------------------------------ Income from discontinued operations: Earnings (loss) from discontinued operations (net of income taxes of ($4,448) and $527) -- (8,143) -- 746 Gain on sale of discontinued operations, net of income taxes of $61,638, respectively -- 90,370 90,370 -- ------------------------------------------------------ Net income 11,214 88,017 19,224 156,585 Retained earnings at beginning of period 825,983 1,022,282 1,125,161 955,239 Dividends (1,528) (1,525) (308,716) (3,050) ------------------------------------------------------ Retained earnings at end of period $ 835,669 $ 1,108,774 $ 835,669 $ 1,108,774 ====================================================== PER SHARE DATA: Income from continuing operations $ 0.37 $ 0.19 $ 0.63 $ 2.15 Earnings from discontinued operations -- 2.70 -- 2.98 ------------------------------------------------------ Net income $ 0.37 $ 2.89 $ 0.63 $ 5.13 ======================================================
See notes to consolidated financial statements. 4 5 ST. JOE CORPORATION CONSOLIDATED STATEMENT OF CASHFLOWS (Unaudited) (Dollars in thousands)
Six months ended June 30, 1997 1996 Cash flows from operating activities: Net income $ 19,224 $ 156,585 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and depletion 14,837 13,652 Minority interest in income 7,897 6,395 Gains on sales of property (3,098) (2,936) Gain on sale of discontinued operations -- (90,370) Amortization of deferred compensation 434 -- Increase in deferred income taxes 6,009 6,779 Changes in operating assets and liabilities: Accounts receivable 12,969 (1,492) Inventories 5,576 (5,454) Other assets (11,523) (23,168) Accounts payable, accrued liabilities and casualty reserves (2,153) 43,386 Income taxes payable (5,489) 29,335 Discontinued operations-noncash charges and working capital changes -- 12,165 --------- --------- Cash provided by operating activities 44,684 144,877 Cash flows from investing activities: Purchases of property, plant and equipment (32,836) (31,116) Investing activities of discontinued operations -- -- Purchases of investments: Available for sale (12,877) (14,515) Held to maturity (98,337) (118,171) Proceeds from dispositions of assets 9,215 4,806 Proceeds from sale of discontinued operations -- 479,937 Maturities and redemptions of investments: Available for sale 10,958 8,420 Held to maturity 111,836 70,421 --------- --------- Cash used in investing activities (12,041) 399,782 Cash flows from financing activities: Dividends paid to stockholders (308,716) (3,050) Dividends paid to minority interest (830) (830) --------- --------- Cash used in financing activities (309,546) (3,880) Net increase (decrease) in cash and cash equivalents (276,902) 540,779 Cash and cash equivalents at beginning of period 449,013 16,802 --------- --------- Cash and cash equivalents at end of period $ 172,111 $ 557,581 ========= ========= Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 241 $ 733 Income taxes $ 10,028 $ 23,136
See notes to consolidated financial statements. 6 ST. JOE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (DOLLARS IN THOUSANDS) 1. The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and footnotes required by generally accepted accounting principles for complete financial statements are not included herein. The interim statements should be read in conjunction with the financial statements and notes thereto included in the Company's latest Annual Report on Form 10-K. In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of June 30, 1997 and December 31, 1996 and the results of operations and cash flows for the six month periods ended June 30, 1997 and 1996. The results of operations for the six month periods ended June 30, 1997 and 1996 are not necessarily indicative of the results that may be expected for the full year. 2. On April 11, 1996, St. Joe Industries, Inc., a wholly owned subsidiary of the Company, sold the stock of St. Joe Communications, Inc. (SJCI) to TPG Communications, Inc. SJCI also sold its interest in four cellular partnerships. These sales represent the Company's entire Communication segment. On May 30, 1996, the Company sold its linerboard mill and container plants. The Company retained its forestry operation. Net operating results of the Communications segment and for the linerboard mill and container plants for the three month and six month periods ended June 30, 1997 and 1996 were shown as earnings from discontinued operations in the accompanying statement of income and retained earnings. 3. The Company and its subsidiaries are involved in litigation on a number of matters and are subject to certain claims which arise in the normal course of business, none of which, in the opinion of management, is expected to have a material adverse effect on the Company's consolidated financial position or results of operations. The Company has retained certain self-insurance risks with respect to losses for third party liability, property damage and group health insurance provided to employees. The Company has been notified that certain contracts for the purchase of natural gas in Port St. Joe, Florida, are not being fully honored by the new linerboard mill owners. As a result, the natural gas supplier, St. Joe Natural Gas Company, is attempting to seek remedies from the Company. The contracts were assigned by the Company to the purchaser of the mill at the time of the sale. The Company believes all rights and responsibilities under these contracts were fully assumed by the new mill owners. The Company will continue to vigorously assert this position. The Company is subject to costs arising out of environmental laws and regulations, which include obligations to remove or limit the effects on the environment of the disposal or release of certain wastes or substances at various sites, including sites which have previously been sold. It is the Company's policy to accrue and charge against earnings environmental cleanup costs when it is probable that a liability has been incurred and an amount is reasonably estimable. As assessments and cleanups proceed, these accruals are reviewed and adjusted, if necessary, as additional information becomes available. The Company is currently a party to, or involved in, legal proceedings directed at the cleanup of Superfund sites. The Company has accrued an allocated share of the total estimated cleanup costs for these sites. Based upon management's evaluation of the other potentially responsible parties, the Company does not expect to incur additional amounts even though the Company has 6 7 joint and several liability. Other proceedings involving environmental matters such as alleged discharge of oil or waste material into water or soil are pending against the Company. It is not possible to quantify future environmental costs because many issues relate to actions by third parties or changes in environmental regulation. However, based on information presently available, management believes that the ultimate disposition of currently known matters will not have a material effect on the financial position, liquidity, or results of operation of the Company. As of June 30, 1997 the aggregate environmental related accruals were $5.0 million. Environmental liabilities are paid over an extended period and the timing of such payments cannot be predicted with any confidence. 4. On January 7, 1997, the Company adopted the 1997 Stock Incentive Plan ("the Incentive Plan"), subject to shareholder approval, whereby awards may be granted to certain employees and non-employee directors of the Company in the form of restricted shares of the Company stock or options to purchase Company stock. Awards are discretionary and are determined by the Compensation Committee of the Board of Directors. The total amount of restricted shares and options available for grant under the Incentive Plan is 1.85 million shares. As of June 30, 1997, awards were granted to certain officers of the Company totaling 1.5 million shares. The options were granted at the Company's current market price on the date of grant and range from $57.43 to $69.00 after adjustment for the effects of the special dividend. The options are exerciseable in equal installments on the first five anniversaries of the date of grant and expire generally 10 years after date of grant. Effective January 6, 1997, the Company also granted to Mr. Rummell, Chairman and CEO of the Company, 67,287 restricted shares of the Company's common stock. The restricted shares vest in equal installments on the first five anniversaries of the date of grant. The Company has recorded deferred compensation of $3.9 million for the unamortized portion of this grant as of June 30, 1997. Compensation expense related to this grant totaled approximately $.4 million in 1997. Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation, permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 also allows entities to apply the provisions of Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants as if the fair-value-based method defined in SFAS No. 123 had been applied. Under APB No. 25, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. The Company has elected to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123. The disclosures are not required for interim reporting. 5. On January 10, 1997, the Company purchased for $5.5 million, a 38% limited partnership interest in Deerfield Park, LLC, a limited partnership established to acquire and develop 554 acres of land in Fulton County, Georgia. No equity or loss has been incurred in 1997. 6. The linerboard mill at Port St. Joe was shutdown in April, 1997 due to soft market conditions in the paper industry. The Company continues to evaluate the impact of this shutdown on its sales related to the wood fiber supply agreement and its transportation revenues generated from shipments of wood to the mill. The financial impact to transportation (ANRR) and forestry segments operations would have a significant adverse impact on the segments' revenues, operating profit, net income and cash flow if the mill does not honor the annual tonnage requirement of the agreement. Forestry and transportation are considering the alternatives available to it to mitigate this potential loss. 7 8 7. On May 5, the Company announced that it has made a proposal to the Board of Directors of Florida East Coast Industries (FECI) under which the Company and FECI would merge and all shares of FECI stock owned by others than the Company would be exchanged for cash at $102 per share. There are approximately 9.1 million shares of FECI common stock outstanding, of which approximately 4.9 million, or 54%, are owned by St. Joe. On May 2, 1997, the closing price on the New York Stock Exchange of FECI common stock was $88ae per share and of St. Joe was $73(0) per share. The proposed merger would be subject to all required regulatory approvals and approval by the shareholders of FECI, as well as other customary terms and conditions. The proposal is also subject to negotiation of a merger agreement containing terms and conditions mutually satisfactory to the parties. The Company is evaluating various financing alternatives. There can be no assurances when, if or on what terms the Company and FECI can reach agreement with respect to the Company's proposal. 8 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The Company reported net income of $11.2 million or $.37 per share for the second quarter of 1997 as compared to $88.0 million or $2.89 per share for the comparative quarter of 1996. Operating results for the second quarter of 1996 included income from discontinued operations totaling $82.2 million, net of tax. Included in 1997's second quarter net income are operating profits of $15.9 million as compared to $22.8 million in the second quarter of 1996, of which $13.7 million related to a land sale to the State of Florida. Net income for the six months ended June 30, 1997 was $19.2 million or $.63 per share as compared to $156.6 million or $5.13 per share in 1996. Results for 1996 included income from discontinued operations of $91.1 million, net of tax and operating profit from land sales to the State of Florida totaling $97.6 million. On May 5, the Company announced that it has made a proposal to the Board of Directors of Florida East Coast Industries (FECI) under which the Company and FECI would merge and all shares of FECI stock owned by others than the Company would be exchanged for cash at $102 per share. There are approximately 9.1 million shares of FECI common stock outstanding, of which approximately 4.9 million, or 54%, are owned by St. Joe. On May 2, 1997, the closing price on the New York Stock Exchange of FECI common stock was $88ae per share and of St. Joe was $73(0) per share. The proposed merger would be subject to all required regulatory approvals and approval by the shareholders of FECI, as well as other customary terms and conditions. The proposal is also subject to negotiation of a merger agreement containing terms and conditions mutually satisfactory to the parties. The Company's cash and equivalents was reduced $305 million during 1997 by the distribution of the previously announced special dividend of $10 per share for stockholders of record on March 21, 1997. On February 25, 1997, the Board of Directors approved an Interim Severance Program. The program was available to all employees (including early and regular retirees) who elected to leave employment with the Company prior to May 2, 1997. Based on the number of employees electing to participate, the Company incurred severance costs of approximately $2.5 million during 1997. RESULTS OF OPERATIONS
TRANSPORTATION THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ($IN MILLIONS) ($IN MILLIONS) 1997 1996 % CHANGE 1997 1996 % CHANGE ---- ---- -------- ---- ---- -------- Operating Revenues $48.2 $47.0 2.6 $96.6 $92.4 4.5 Operating Expenses 33.2 35.2 -5.7 67.1 69.9 -4.0 Selling, General and Administrative 7.5 4.6 63.0 11.9 9.8 21.4 Operating Profit 7.6 7.2 5.6 17.5 12.7 37.8
THREE MONTHS ENDED JUNE 30 FEC contributed $46.2 million of operating revenues and Apalachicola Northern Railroad Company (ANRR) contributed $2.0 million for the second quarter of 1997. FEC's operating revenues were up $2.5 million compared to the second quarter of 1996 due to an increase in intermodal traffic, increase in transportation of rock shipments and various rate increases instituted during the quarter. ANRR's 9 10 operating revenues were lower than last year due to fewer freight shipments to the linerboard mill. Operating expenses were $2 million lower than prior year, due to a non-recurring charge related to a 1996 legal judgment of $1.6 million and a reduction at ANRR of costs due to layoffs as a result of the mill shutdown. Selling, general and administrative expenses increased $2.9 million in the second quarter of 1997 compared to the second quarter of 1996 as a result of approximately $2.9 million of costs incurred prior to the May 5, 1997 announcement concerning the proposed merger of FECI and the Company. SIX MONTHS ENDED JUNE 30 Total FEC transportation operating revenues year to date were $91.5 million as compared to $86.1 million is 1996. ANRR's operating revenues were $5.1 million in 1997 as compared to $6.3 million in 1996. Operating expenses for this segment as a percentage of revenues were improved over last year as a result of the FEC nonrecurring charge in 1996 as well as overall improvements in operating expenses. Operating profit for the transportation segment overall has increased from 13.7% to 18.1% as a result. 10 11
REAL ESTATE THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ($ IN MILLIONS) ($ IN MILLIONS) 1997 1996 % CHANGE 1997 1996 % CHANGE ---- ---- -------- ---- ---- -------- Net Sales $28.2 $21.6 30.6 $42.8 $114.3 -62.6 Cost of Sales 21.7 5.5 294.5 33.7 12.5 169.6 Selling, General and Administrative Expenses 1.3 .9 -44.4 2.8 1.8 55.6 Operating Profit 5.2 15.2 -65.8 6.3 100.0 -93.7
THREE MONTHS ENDED JUNE 30 Real estate net sales increased $6.6 million in the second quarter of 1997 compared to the second quarter of 1996. Current year's revenues include sales of buildings and property located primarily in North Florida by Gran Central Corporation (GCC) totaling $15.7 million with cost of sales totaling $14.8 million and Southwood Properties (Southwood) lot sales in its Camp Creek and Woods III developments located in west Florida totaling $3.0 million with cost of sales totaling $1.0 million. A Southwood condemnation sale for $13.8 million attributed to the majority of 1996's revenue. Rental revenues totaled $8.9 million in the second quarter of 1997 compared to $7.8 million in the second quarter of 1996. This 14% increase is attributable to a comparable increase in square footage occupied. Operating expenses related to realty revenues were $5.9 million in 1997 for a 33.7% gross margin compared to $5.2 million for a 33.3% gross margin in 1996. Selling, general and administrative costs are up in 1997 due primarily to additional salaries and related benefits. SIX MONTHS ENDED JUNE 30 Year to date 1997 real estate net sales were $71.5 million lower than 1996 as a result of two condemnation sales totaling $97.8 during the first six months of 1996. Costs associated with these two sales were $ .1 million. Real property sales totaled $25.2 million in 1997 with costs of sales of $22.1 million. Rental revenues totaled $17.6 million in 1997 compared to $15.5 million in 1996. Operating expenses on realty revenue were $11.5 million for a 34.7% gross margin compared to $10.0 million in 1996 for a gross margin of 34.6%. Year to date selling, general and administrative expenses are up in 1997 due to non-recurring legal fees incurred in the first quarter of 1997 and additional salaries and benefits previously discussed.
FORESTRY THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ($ IN MILLIONS) ($ IN MILLIONS) 1997 1996 % CHANGE 1997 1996 & CHANGE ---- ---- -------- ---- ---- -------- Net Sales $4.0 $11.6 -65.5 17.8 25.7 -30.7 Cost of Sales 2.7 10.9 -75.2 16.4 25.1 -34.7 Selling, General and Administrative Expenses .2 -.7 -71.4 1.3 .6 116.7 Operating Profit (Loss) 1.1 1.4 -21.4 .1 -
THREE MONTHS ENDED JUNE 30 As a result of the linerboard mill shutdown, sales to the mill decreased from $6.5 million in the second quarter of 1996 to .7 million in 1997. This reduction in sales was offset by sales to other vendors at a higher margin. Cost of sales were lower than previous year's, as more sales of Company grown timber with lower cut and haul costs occurred in 1997 versus 1996. SIX MONTHS ENDED JUNE 30 Total net sales in 1997 were lower by $7.9 million compared to the first six months of 1996, all of which is attributable to the linerboard mill shutdown. Cost of sales continue to improve as the Company sells more of its grown timber with lower cut and haul costs than procured wood. Selling, general and administrative costs are .7 million higher this year than last year primarily due to severance payments and related benefits paid to terminated employees. 11 12
SUGAR THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ($ IN MILLIONS) ($ IN MILLIONS) 1997 1996 % CHANGE 1997 1996 % CHANGE ---- ---- -------- ---- ---- -------- Net Sales $13.7 - - $25.4 $18.7 35.8 Cost of Sales 10.5 - - 19.3 13.1 47.3 Selling, General and Administrative Expenses 1.1 .8 37.5 2.5 2.5 - Operating Profit (Loss) 2.2 -.8 -375.0 3.6 3.1 16.1
THREE MONTHS ENDED JUNE 30 There were no sugar shipments in the second quarter of 1996 per agreement with this segment's customer. SIX MONTHS ENDED JUNE 30 Year to date sugar sales experienced a 39.5% volume increase (16.8 million tons) compared to the first six months of 1996; however, sales price per ton was $11.53 lower than last year, resulting in an overall increase of $6.7 million in net sales. Cost of sales as a percentage of sales increased from 70.1% to 76.0% due to the lower selling price, higher direct costs including cultivation expenses, as well as higher indirect costs compared to 1996. Selling, general and administrative expense levels were consistent with 1996. Included in selling, general and administrative expense is the Everglades Agricultural Privileges Tax of $531,000 and $652,000 for the first quarter of 1997 and 1996 respectively. OTHER SELLING, GENERAL AND ADMINISTRATIVE EXPENSES, not allocated to segments, for the second quarter of 1997 total $.2 million compared to $.3 million in 1996. These costs for 1997 are net of income of $2.8 million recorded for the change in prepaid pension cost . The gross amount of $3.0 million in selling, general and administrative costs primarily relate to new management increasing staffing and related new hire costs. Additionally, the Company charged to earnings $.5 million of costs related to previous efforts to acquire 100% of GCC's assets. It is anticipated that general and administrative expenses will continue at this level for the remainder of this year. Year to date selling, general and administrative expenses for 1997 totaled $ 1.4 million, which is net of total income of $5.6 million related to the change in prepaid pension costs. OTHER INCOME consisting of gain on sales and other dispositions of property increased $2.9 million in the second quarter of 1997 compared to 1996 due to dispositions of excess equipment no longer used in operations. Interest income decreased by .8 million reflecting the decrease in investments attributable to payout of the special dividend . The Company's year to date effective tax rate was 44.3% in 1997 compared to 46.3% in 1996 as a result of the 50% excise tax on prepaid pension cost totaling $2.6 million in 1997 and $11.0 million in 1996. FINANCIAL POSITION As a result of the distribution of the special dividend of $10 per share paid during the first quarter, cash decreased approximately $305 million. The Company's current ratio still remains strong at 6.0 at June 30, 1997. Stockholders' equity at June 30, 1997 was $30.22 per share, a decrease of $9.03 from December 31, 1996, due to total dividends paid of $308.7 million, including the special dividend and the regular $.05 dividend in the first and second quarter. 12 13 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27 Financial Data Schedule (for SEC use only) (b) Reports on Form 8-K A Report on Form 8-K Item 5. "Other Events" was filed on May 9, 1997 13 14 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 thereunto duly authorized. St. Joe Corporation Date: August 13, 1997 /s/ Peter S. Rummell ------------------- ---------------------------------- Peter S. Rummell Chief Executive Officer Date: August 13, 1997 /s/ Charles A. Ledsinger -------------------- ---------------------------------- Charles A. Ledsinger Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer) 14 15 Exhibit Index 27 Financial Data Schedule (for SEC use only). 15
 

5 6-MOS DEC-31-1996 JAN-01-1997 JUN-30-1997 172,111 28,437 44,548 0 13,101 26,257 1,168,329 (322,280) 1,549,364 47,492 0 0 0 13,054 910,947 1,549,364 68,518 182,481 57,908 156,352 0 0 (241) 48,671 21,549 19,224 0 0 0 19,224 0.63 0.63