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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) November 4, 2003
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The St. Joe Company
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(Exact Name of Registrant as Specified in Its Charter)
Florida
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(State or Other Jurisdiction of Incorporation)
1-10466 59-0432511
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(Commission File Number) (IRS Employer Identification No.)
245 Riverside Avenue, Suite 500, Jacksonville, FL 32202
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(Address of Principal Executive Offices) (Zip Code)
(904) 301-4200
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 9. REGULATION FD DISCLOSURE
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The following information is being furnished pursuant to Item 12,
"Results of Operations and Financial Condition," in accordance with
SEC Release No. 33-8216.
The Company issued a Press Release dated November 4, 2003,
announcing the revision of the Company's previously announced
financial results for the third quarter 2003 as a result of the
Financial Accounting Standards Board's decision to defer the
effective date of certain provisions of Statement of Financial
Accounting Standards No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liability and Equity. A
copy of the press release is furnished with this Form 8-K as
Exhibit 99.1 and is incorporated by reference.
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: November 4, 2003 By: /s/ Michael N. Regan
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Name: Michael N. Regan
Title: Senior Vice President
Exhibit 99.1
St. Joe Third Quarter Net Income Increases $10.1 Million, or $0.13 Per
Share, to $23.0 Million, or $0.30 Per Share, as a Result of Deferred
Implementation of Certain Provisions of FAS 150
JACKSONVILLE, Fla.--(BUSINESS WIRE)--Nov. 4, 2003--The St. Joe
Company (NYSE:JOE) has increased its previously announced net income
for the third quarter of 2003 to eliminate a $10.1 million non-cash
after-tax charge relating to the implementation of certain provisions
of an accounting standard that has now been deferred.
The revised net income for the third quarter of 2003 is
$23.0 million, or $0.30 per diluted share, compared with
$11.7 million, or $0.15 per diluted share, in the third quarter of
2002. Third quarter 2003 net income and net income per share include
a pretax gain from conservation land sales of $3.9 million compared
to $0.1 million in the third quarter of 2002.
On October 29, 2003, the Financial Accounting Standards Board
(FASB) decided to indefinitely defer the effective date of certain
provisions of Statement of Financial Accounting Standards No. 150,
Accounting for Certain Financial Instruments with Characteristics of
both Liability and Equity (FAS 150). The deferred provisions of FAS
150 relate to classification and measurement requirements for
mandatorily redeemable financial instruments that become subject to
FAS 150 solely as a result of consolidation. These provisions of FAS
150 were originally effective as of July 1, 2003.
On October 21, 2003, St. Joe announced that net income for the
third quarter of 2003 was $12.9 million, or $0.17 per diluted share.
These results included the $10.1 million, or $0.13 per share, charge
to earnings for the cumulative effect of the change in accounting as a
result of the adoption of FAS 150. This charge related principally to
the minority interest in St. Joe/Arvida Company, L.P. St. Joe
subsequently acquired this minority interest in St. Joe/Arvida
Company, L.P. on July 2, 2003.
Revised earnings before interest, taxes, depreciation and
amortization (EBITDA) is $49.6 million, or $0.64 per diluted share,
for the third quarter of 2003, compared with $31.3 million, or
$0.39 per diluted share, for the same quarter in 2002. EBITDA
includes gains from conservation land sales of $3.9 million, or
$0.05 per share, in the third quarter of 2003, compared with
$0.1 million for the same quarter in 2002.
The earnings release of October 21, 2003, had reported that EBITDA
was $33.5 million, or $0.43 per diluted share, for the third quarter
of 2003. These results also included the FAS 150 pretax charge to
earnings of $16.1 million, or $0.21 per share.
Table 1 below provides a reconciliation of EBITDA to net income.
Table 2 is a summary balance sheet revised as a result of the deferred
effectiveness of certain provisions of FAS 150. Table 3 details
consolidated quarterly comparisons revised as a result of the deferred
effectiveness of certain provisions of FAS 150.
Table 1
Reconciliation of Net Income to EBITDA(a)
(in millions)
Quarter-Ended Quarter-Ended
September 30, 2003 September 30, 2002
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Net Income $23.0 $11.7
Plus:
Income tax expense 13.7 7.5
Depreciation and
amortization 7.3 6.0
Interest expense 5.6 6.1
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EBITDA(a) $49.6 $31.3
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EBITDA per diluted share $0.64 $0.39
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Weighted average diluted
shares outstanding 77,894,096 79,973,354
(a) We use EBITDA as a supplemental performance measure, along
with net income, to report our operating results. EBITDA is not a
measure of operating results or cash flows from operating activities
as defined by generally accepted accounting principles. Additionally,
EBITDA is not necessarily indicative of cash available to fund cash
needs and should not be considered as an alternative to cash flows as
a measure of liquidity. However, we believe that EBITDA provides
relevant information about our operations and, along with net income,
is useful in understanding our operating results.
Prior-year EBITDA has been changed to conform to the SEC's current
guidance on non-GAAP financial measures. The third quarter of 2002
includes a $0.7 million loss on valuation of forward sale contracts
and $0.7 million other charges, each of which we previously excluded
from EBITDA. EBITDA includes conservation land EBITDA of $3.9 million
and $0.1 million in the third quarters of 2003 and 2002, respectively.
Table 2
Summary Balance Sheet
Revised as a Result of the Deferred Effectiveness of
Certain Provisions of FAS 150
(in millions)
Sept. 30, 2003 Sept. 30, 2002
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Assets
Investment in real estate $862.9 $810.8
Cash and investments 64.1 117.5
Prepaid pension asset 93.9 92.7
Property, plant and equipment 37.2 44.3
Other assets 205.0 122.0
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Total assets $1,263.1 $1,187.3
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Liabilities and Stockholders' Equity
Debt 369.0 367.0
Accounts payable, accrued liabilities
and minority interest 186.4 143.5
Deferred income taxes 227.2 198.9
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Total liabilities 782.6 709.4
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Total stockholders' equity 480.5 477.9
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Total liabilities and stockholders'
equity $1,263.1 $1,187.3
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Table 3
Consolidated Quarterly Comparisons
Revised as a Result of the Deferred Effectiveness
of Certain Provisions of FAS 150
($ in millions except per-share amounts)
Quarter-Ended Quarter-Ended
Sept. 30, 2003 Sept. 30, 2002
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Total revenues $200.8 $152.5
Operating expenses 144.4 117.0
Depreciation and amortization 7.3 6.1
Corporate expenses 10.0 7.0
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Operating profit 39.1 22.4
Other income (expense) (2.4) (2.9)
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Income from continuing operations
before taxes and minority interest 36.7 19.5
Income tax expense (13.7) (7.5)
Minority interest -- (0.4)
Discontinued operations, net of income
taxes -- 0.1
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Net Income $23.0 $11.7
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Earnings per diluted share $0.30 $0.15
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EBITDA $49.6 $31.3
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EBITDA per diluted share $0.64 $0.39
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Weighted average diluted shares
outstanding 77,894,096 79,973,354
About St. Joe
The St. Joe Company, a publicly held company based in
Jacksonville, is one of Florida's largest real estate operating
companies. It is engaged in community, commercial, industrial and
resort development, along with commercial real estate services.
St. Joe also has significant interests in timber.
More information about St. Joe can be found online at
http://www.joe.com
Forward-Looking Statements
Statements in this press release that are not historical facts are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are based on
current expectations and we undertake no obligation to update the
information contained in this release. Forward-looking statements are
subject to numerous assumptions, risks and uncertainties, and there
can be no assurance that the results described in such forward-looking
statements will be realized. Should one or more of these risks or
uncertainties materialize or should the underlying assumptions prove
incorrect, the company's actual results may differ materially from
that indicated or suggested by any forward-looking statement contained
in this press release. Risk factors that may cause the actual results
to differ are described in various documents filed by the company with
the U.S. Securities and Exchange Commission, including the company's
Annual Report on Form 10-K for the year ended December 31, 2002, and
the company's registration statement on Form S-3, as amended, filed
September 16, 2003.
Copyright 2003, The St. Joe Company. "St. Joe" and the "taking
flight" logo are service marks of The St. Joe Company
CONTACT: The St. Joe Company, Jacksonville
Media Contact:
Jerry M. Ray, 904/301-4430
jray@joe.com
or
Investor Contact:
Steve Swartz, 904/301-4347
sswartz@joe.com