e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK
REPURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended December 31, 2007
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 1-10466
A. Full title of the plan and the address of the plan, if different from that of the issuer named
below:
THE ST. JOE COMPANY 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
The St. Joe Company
245 Riverside Avenue, Suite 500
Jacksonville, Florida 32202
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The St. Joe Company 401(k) Plan
Jacksonville, Florida
We have audited the accompanying statements of net assets available for benefits of The St. Joe
Company 401(k) Plan (the Plan) as of December 31, 2007 and 2006, and the related statement of
changes in net assets available for benefits for the year ended December 31, 2007. These financial
statements are the responsibility of the Plans management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plans internal control over financial reporting. Our
audit included consideration over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plans internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and
the changes in net assets available for benefits for the year ended December 31, 2007 in conformity
with accounting principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the financial statements taken as
a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31,
2007 is presented for purposes of additional analysis and is not a required part of the financial
statements but is supplementary information required by the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
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/s/ Vestal & Wiler |
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Vestal & Wiler |
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Certified Public
Accountants |
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Orlando, Florida |
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June 27, 2008
1
THE ST. JOE COMPANY 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2007 and 2006
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2007 |
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2006 |
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ASSETS |
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Cash and cash equivalents |
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$ |
61,348 |
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$ |
602 |
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Investments, at fair value (Note 3): |
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Collective trust funds |
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14,234,514 |
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15,660,302 |
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Mutual funds |
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14,239,967 |
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17,551,414 |
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Common stock |
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1,811,567 |
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3,352,107 |
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Self-directed brokerage accounts |
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1,124,290 |
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874,805 |
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Participant loans |
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287,848 |
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333,705 |
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Total investments |
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31,698,186 |
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37,772,333 |
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Receivables: |
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Employee contributions |
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1,283 |
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7,276 |
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Employer contributions |
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1,295 |
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2,506 |
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Total receivables |
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2,578 |
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9,782 |
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Accrued interest |
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10,615 |
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9,059 |
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TOTAL ASSETS |
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31,772,727 |
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37,791,776 |
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LIABILITIES excess contributions payable |
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2,999 |
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Net assets available for benefits at fair
value |
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31,769,728 |
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37,791,776 |
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Adjustment from fair value to contract
value for interest in
collective trust
related to fully
benefit-responsive
investment
contracts |
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77,920 |
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154,387 |
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Net assets available for benefits |
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$ |
31,847,648 |
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$ |
37,946,163 |
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See notes to financial statements.
2
THE ST. JOE COMPANY 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 2007
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2007 |
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ADDITIONS TO NET ASSETS ATTRIBUTED TO: |
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Interest and dividends |
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$ |
1,941,720 |
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Employer contributions |
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1,227,593 |
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Employee contributions |
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3,483,473 |
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Net depreciation in fair value
of investments (Note 3) |
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(1,061,566 |
) |
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TOTAL ADDITIONS |
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5,591,220 |
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: |
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Benefits paid to participants |
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11,673,605 |
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Administrative expenses |
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16,130 |
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TOTAL DEDUCTIONS |
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11,689,735 |
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NET DECREASE |
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(6,098,515 |
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NET ASSETS AVAILABLE FOR BENEFITS
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Beginning of year |
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37,946,163 |
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NET ASSETS AVAILABLE FOR BENEFITS
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End of year |
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$ |
31,847,648 |
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See notes to financial statements.
3
THE ST. JOE COMPANY 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE 1 DESCRIPTION OF PLAN
The following description of The St. Joe Company 401(k) Plan is provided for general information
purposes only. Participants should refer to the Plan document for more complete information.
General The St. Joe Company 401(k) Plan (the Plan) is a profit sharing plan and trust
established in January 1989 in recognition of the employees contribution to The St. Joe Companys
(the Company and Plan Administrator) successful operation. The Plan is for the exclusive benefit
of the Companys employees. Once employees meet minimum age and service requirements they become
eligible to participate in the Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Contributions and Vesting The Plan is contributory and participants can elect to contribute a
percentage of their annual eligible compensation. The Plan has an
automatic enrollment feature in which the Company will withhold three percent (3%) of newly
eligible employees compensation and remit it to the Plan as a salary deferral unless the Employee
elects otherwise. Participants who have attained age 50 before the end of the Plan year are
eligible to make catch-up contributions. Participants may also contribute amounts representing
distributions from other qualified defined benefit or defined contribution plans. For participants
electing to contribute, the Company also contributes 50% of the amount contributed annually by each
employee up to a maximum match of 3% of the employees eligible annual compensation, as defined in
the Plan. Contributions are subject to certain limitations as prescribed by law.
Company and employee contributions are 100% vested upon contribution.
Allocation of Contributions and Earnings Individual accounts are established for each
participant and are updated for amounts equal to their elective contributions plus the Companys
matching contribution. Earnings or losses are allocated in the same proportion that each
participants account in a fund bears to the total of all participants accounts in that fund.
Distributions Upon reaching age 59 1/2, retirement, permanent disability, termination, or death,
benefits can be received in a lump sum payment. Alternatively, based on the employees election,
the Plan can establish a monthly payment schedule to distribute the benefits to an employee over a
period of time. Hardship withdrawals are available if the participant meets certain criteria.
Benefits are recorded when paid.
4
THE ST. JOE COMPANY 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE 1 DESCRIPTION OF PLAN Continued
Investments All of the Plans assets are held and invested by Merrill Lynch Trust Company
(Merrill Lynch and the Trustee) based on the participants elections. Participants direct the
investment of their contributions and the Companys matching contributions into various investment
options offered by the Plan. The Plan currently offers investments in common stock of The St. Joe
Company, mutual funds, collective trust funds, and a self-directed brokerage option.
Loans The Plan Administrator may authorize the Trustee to make a loan to any participant
provided that the loans outstanding to such participant do not exceed the lesser of $50,000 or
one-half of the participants vested account balance. Loans are amortized on a substantially level
basis over a period no longer than the lesser of five years or the date when distribution of the
participants plan benefit may commence. Loans bear interest at the prime rate plus 1%.
Plan Termination The Company has established the Plan with the intent to maintain it
indefinitely, but does retain the right, at any time, to discontinue contributions and terminate
the Plan.
Upon termination of the Plan, any unallocated amounts shall be allocated to the accounts of all
participants. Upon such termination, the trustee may direct the Plan Administrator to either
distribute the full amount of benefits credited to each participants account or continue the trust
and distribute the benefits in such manner as though the Plan had not been terminated.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation The Plans financial statements have been prepared on the accrual basis of
accounting.
New Accounting Pronouncements - The Plan adopted Financial Accounting Standards Board Staff
Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts
Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans (the FSP) in 2006. The FSP requires
investment contracts held by a defined contribution plan to be reported at fair value. However,
contract value is the relevant measurement attribute for that portion of the net assets available
for benefits of a defined contribution plan attributable to fully benefit-responsive investment
contracts because contract value is the amount participants would receive if they were to initiate
permitted transactions under the terms of the Plan. As required by the FSP, the Statements of Net
Assets Available for Benefits present an adjustment from fair value to contract value for fully
benefit-responsive investment contracts. The Statement of Changes in Net Assets Available for
Benefits is prepared on a contract value basis.
5
THE ST. JOE COMPANY 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Continued
In September 2006, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 establishes a single
authoritative definition of fair value, sets out a framework for measuring fair value and requires
additional disclosures about fair value measurement. SFAS 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007. The Company does not believe
the adoption of SFAS 157 will have a material impact on the Plans financial statements.
Investment Valuation and Income Recognition All of the assets and investments of the Plan are
participant directed.
Investments in collective trust funds, mutual funds and common stock are valued at fair value, as
measured by quoted market prices, as of the last day of the Plans year. Participant loans are
valued at their outstanding balances, which approximates fair value.
The Plan invests in fully benefit-responsive investment contracts through the Merrill Lynch
Retirement Preservation Trust, a collective trust fund. The fair value of the Plans interest in
this fund is based on information reported by the investment advisor using financial statements of
the collective trust at year-end. Contract value for this collective trust fund is based on the
net asset value of the fund as reported by the investment advisor.
Purchases and sales of securities are recorded on a trade date basis. Dividends are recorded on
the ex-dividend date and interest income is recognized on the accrual basis.
Estimates The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of
additions to and deductions from net assets during the reporting period. Actual results could
differ from those estimates.
6
THE ST. JOE COMPANY 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE 3 INVESTMENTS
During 2007, the Plans investments (including gains and losses on investments bought and sold, as
well as held during the year) appreciated (depreciated) in value as follows:
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2007 |
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Collective Trust Funds |
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$ |
408,222 |
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Mutual Funds |
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(461,989 |
) |
Common Stock |
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(1,007,799 |
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$ |
(1,061,566 |
) |
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As of December 31, 2007, the following investments represented more than 5% of Plan net assets:
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Fair |
Investments |
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Units |
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Value |
Merrill Lynch Equity Index Trust |
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297,267 |
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$ |
5,654,624 |
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Merrill Lynch Retirement Preservation
Trust at contract value* |
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8,657,810 |
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8,657,810 |
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Dreyfus Premier International Fund, Class A |
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226,433 |
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3,446,314 |
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PIMCO Total Return Fund, Class A |
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273,056 |
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2,918,961 |
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Davis New York Venture Fund, Class A |
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69,091 |
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2,764,343 |
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Common stock of The St. Joe Company |
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51,016 |
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1,811,567 |
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Nationwide Mid Cap Market Fund |
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115,105 |
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1,713,918 |
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As of December 31, 2006, the following investments represented more than 5% of Plan net assets:
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Fair |
Investments |
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Units |
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Value |
Merrill Lynch Equity Index Trust |
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71,553 |
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$ |
7,689,072 |
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Merrill Lynch Retirement Preservation
Trust at contract value* |
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8,125,617 |
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8,125,617 |
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Davis New York Venture Fund, Class A |
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118,473 |
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4,563,577 |
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PIMCO Total Return Fund, Class |
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393,889 |
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4,088,569 |
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BlackRock Aurora Portfolio A |
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115,918 |
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3,171,503 |
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Dreyfus Premier International Fund, Class A |
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180,123 |
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3,523,205 |
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Common stock of The St. Joe Company |
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62,574 |
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3,352,107 |
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7
THE ST. JOE COMPANY 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
NOTE 3 INVESTMENTS Continued
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* |
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Net assets available for benefits held in the Merrill Lynch Retirement Preservation Trust (MLRPT)
are reported at contract value. The Trust is a stable value fund which holds investments in fully
benefit-responsive investment contracts. The fair value of investments held in the MLRPT was
$8,579,890 and $7,971,230 at December 31, 2007 and 2006, respectively. |
NOTE 4 INCOME TAX STATUS
The Plan obtained its latest determination letter from the Internal Revenue Service on June 29,
2001, in which the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code (IRC). The Plan has been
amended since receiving the determination letter. The Plan Administrator believes that the Plan is
currently designed and being operated in compliance with the applicable requirements of the IRC,
and as a result, the Plan administrator believes the Plan will remain qualified and that no
provision for income taxes is necessary.
NOTE 5 RELATED PARTY TRANSACTIONS AND ADMINISTRATIVE EXPENSES
Investments in collective trust funds are managed by Merrill Lynch, who is the trustee as defined
by the Plan. Therefore, transactions related to these investments qualify as permitted
party-in-interest transactions.
Administrative expenses of the Plan were paid by the Plan Administrator. Certain administrative
functions are performed by officers or employees of the Company. No such officer or employee
receives compensation from the Plan.
NOTE 6 RISKS AND UNCERTAINTIES
The Plans investments include funds which invest in various types of investment securities and in
various companies within various markets. Investment securities are exposed to several risks, such
as interest rate, market and credit risks. Due to the level of risk associated with certain
investment securities, it is at least reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could materially affect the amounts
reported in the Plans financial statements and supplemental schedule.
NOTE 7 RECONCILIATION OF FINANCIAL STATEMENTS TO 5500
The following is a reconciliation of net assets available for benefits per the financial statements
at December 31, 2007 and 2006 to Form 5500:
8
THE ST. JOE COMPANY 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2006
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2007 |
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2006 |
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Net assets available for benefits per the
financial statements |
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$ |
31,847,648 |
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$ |
37,946,163 |
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Add: excess contributions payable |
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2,999 |
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Less: Adjustment from contract value to fair
value for fully benefit-responsive
investment contracts |
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(77,920 |
) |
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(154,387 |
) |
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Net assets available for benefits per
Form 5500 |
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$ |
31,772,727 |
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$ |
37,791,776 |
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The following is a reconciliation of net decrease in net assets available for benefits per the
financial statements for the year ended December 31, 2007 to Form 5500:
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2007 |
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Net decrease in net assets available for
benefits per the financial statements |
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$ |
(6,098,515 |
) |
Plus: excess contributions payable
at December 31 |
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2,999 |
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Adjustment from contract value to fair value
for fully benefit-responsive investment
contracts |
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at January 1 |
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154,387 |
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at December 31 |
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(77,920 |
) |
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Net decrease in net assets available for
benefits per Form 5500 |
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$ |
(6,019,049 |
) |
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Note 8 SUBSEQUENT EVENT
Effective January 1, 2008, the Plan was amended to include a Safe Harbor matching contribution.
The Company will make a matching contribution on behalf of each eligible non-highly compensated
employee in an amount equal to 100% of the first 1% of compensation contributed as salary deferrals
and 50% of the next 5% of compensation contributed to salary deferrals, up to 3.5% of compensation.
9
THE ST. JOE COMPANY 401(K) PLAN
SCHEDULE H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2007
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(b) |
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(c) |
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(d) |
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(e) |
(a) |
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Identity of Issue |
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Description of Investment |
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Cost*** |
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Current Value |
*
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Merrill Lynch Equity Index Trust
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Collective trust funds,
297,267 units
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$ |
5,654,624 |
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*
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Merrill Lynch Retirement
Preservation Trust
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**
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Collective trust funds,
8,657,810 units
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|
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|
8,579,890 |
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|
Davis New York Venture Fund,
Class A
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|
Mutual fund, 69,091 units
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|
|
|
|
2,764,343 |
|
|
|
PIMCO Total Return Fund, Class A
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|
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|
Mutual fund, 273,056 units
|
|
|
|
|
2,918,961 |
|
|
|
Dreyfus Premier International Fund,
Class A
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|
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|
Mutual fund, 226,433 units
|
|
|
|
|
3,446,314 |
|
|
|
PIMCO High Yield Fund, Class A
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Mutual fund, 87,302 units
|
|
|
|
|
832,859 |
|
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|
Nationwide Mid Cap
|
|
|
|
Mutual fund, 115,105 units
|
|
|
|
|
1,713,918 |
|
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Nationwide Small Cap
|
|
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Mutual fund, 130,430 units
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|
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|
1,531,254 |
|
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Mainstay Large Cap Growth
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Mutual fund, 144,381 units
|
|
|
|
|
1,032,318 |
|
*
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The St. Joe Company
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Common stock, 51,016 shares
|
|
|
|
|
1,811,567 |
|
*
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Self-directed brokerage accounts
|
|
|
|
Various
|
|
|
|
|
1,124,290 |
|
*
|
|
Participant loans
|
|
|
|
Various at 5.00% 9.25%,
maturing through 12/9/2012
|
|
|
|
|
287,848 |
|
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|
|
|
|
|
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|
|
|
|
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|
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|
$ |
31,698,186 |
|
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* |
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Denotes party-in-interest |
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** |
|
Reported at fair value. Contract value is $8,657,810. |
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*** |
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Cost basis is not required for participant directed investments and therefore is not included. |
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THE ST. JOE COMPANY |
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401(k)PLAN |
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EIN 59-0432511 Plan 080 |
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Attachment to 2007 Form 5500 |
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator of the Plan has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
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The St. Joe Company 401(k) Plan
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By: |
The St. Joe Company
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By: |
/s/
Janna Connolly |
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Janna Connolly |
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Chief Accounting Officer |
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Date: June 27, 2008 |
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11
EXHIBIT
INDEX
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Exhibit No. |
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Description |
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23.1
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Consent of Independent Registered Public Accounting Firm |
12