FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended September 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File number 1-7159
FLORIDA ROCK INDUSTRIES, INC.
(exact name of registrant as specified in its charter)
Florida 59-0573002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
155 East 21st Street, Jacksonville, Florida 32206
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 904/355-1781
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock $.10 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant at December 1, 1994 was $169,352,104
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 9,487,222 shares of
$.10 par value common stock outstanding as of December 1, 1994.
Documents Incorporated by Reference
Portions of the Florida Rock Industries, Inc. 1994 Annual Report to
stockholders are incorporated by reference in Parts I, II, III and IV.
Portions of the Florida Rock Industries, Inc. Proxy Statement dated
December 15, 1994 are incorporated by reference into Parts I, II and III.<PAGE>
PART I
Item 1. BUSINESS.
Florida Rock Industries, Inc., which was incorporated in Florida in 1945,
and its subsidiaries (the "Company"), are principally engaged in the
production and sale of ready mixed concrete and the mining, processing and
sale of sand, gravel and crushed stone ("construction aggregates"). The
Company also produces and sells concrete block and prestressed concrete and
sells other building materials. Substantially all of the Company's
operations are conducted within the Southeastern United States, primarily
in Florida, Georgia, Virginia, Maryland, Washington, D.C. and North
Carolina.
Information as to the Company's business and new developments is presented
under the caption "Operating Review" on pages 4 and 5 of the accompanying
1994 Annual Report to stockholders and such information is incorporated
herein by reference.
Information as to principal classes of products and services and major
markets is presented on page 8 of the accompanying 1994 Annual Report to
stockholders, under the caption "Management Analysis," and such information
is incorporated herein by reference.
Sales are subject to factors affecting the level of general construction
activity including the level of interest rates, availability of funds for
construction, appropriations by federal and state governments for
construction, past overbuilding, labor relations in the construction
industry, energy shortages, material shortages, weather, climate, and other
factors affecting the construction industry in general. A decrease in the
level of general construction activity in any of the Company's market areas
caused by any of the above factors may have a material adverse effect on
sales and income derived therefrom. Labor disputes in the construction
industry may result in work stoppages which may interrupt sales in the
affected area. Precipitation or freezing temperatures may cause a
reduction in construction activity and related demand for the Company's
products, particularly ready mixed concrete. Freezing temperatures
generally do not affect the Company's Florida operations. However, during
the winter months, sales and income of the Company's Maryland, Virginia,
North Carolina, Washington, D.C., and Georgia operations are adversely
affected by the impact of inclement weather on the construction industry.
The Company operates seven crushed stone plants, eight sand plants and one
industrial sand plant in Florida. It operates five crushed stone plants in
Georgia; one sand and gravel plant and three crushed stone plants in
Maryland; and two crushed stone plants and one sand and gravel plant in
Virginia. The Company also operates aggregates distribution terminals in
Northern Virginia; Norfolk/Virginia Beach, Virginia; Baltimore, Maryland
and the Eastern Shore of Maryland. The Company's construction aggregates
operations are spread throughout the Southeast. The Company sells
construction aggregates throughout most of Florida with the principal
exception of the panhandle. In Georgia the Company primarily serves the
regional construction markets around Griffin, Macon, Rome and the southern
portion of the Atlanta market. The Rome quarry also sells crushed
limestone to a cement mill. In Virginia the Company primarily serves the
Richmond, Norfolk/Virginia Beach and Northern Virginia markets. In
Maryland the principal markets served are the greater Baltimore area,
Frederick and Montgomery Counties and the Eastern Shore of Maryland from
<PAGE>
waterfront distribution yards. In Florida and Georgia shipments are made
by rail and truck. In Virginia and Maryland the Company primarily serves
the regional construction markets around Richmond, Virginia and the greater
Baltimore area by truck; and the Company's marine division ships materials
by barge throughout the Chesapeake Bay area, along the James River between
Richmond and Norfolk/Virginia Beach and as far north as Woodbridge,
Virginia on the Potomac River.
The Company manufactures and markets ready mixed concrete, concrete block
and prestressed concrete. It also markets other building materials. The
Company's concrete operations serve: most of Florida with the principal
exception of the panhandle; Southern Georgia; central Maryland; the
Richmond-Petersburg-Hopewell and Norfolk-Virginia Beach areas of Virginia
along with Northeastern Virginia and Washington, D.C.
At the end of fiscal 1994, the Company had 79 ready mixed concrete plants,
11 concrete block plants, and a delivery fleet of 854 ready mix and block
trucks.
During the year, certain plants were temporarily closed to reduce costs
while making sure that the customers and markets would still receive
quality products and services from other nearby Company facilities. At the
end of fiscal 1994, one concrete block plant was temporarily closed and
five ready mixed concrete plants were being operated only when a large job
warranted, with the day-to-day demand being met from other nearby plants.
Since ready mixed concrete hardens rapidly, delivery is generally confined
to a radius of approximately 20 to 25 miles from the producing plant. The
bulk weight of concrete block limits its delivery to approximately 40 miles
from the producing plant.
The Company's annual single-shift capacity at its 10 operating block plants
is approximately 30 million 8x8x16 equivalent units of block.
At most of the Company's Florida and Georgia concrete facilities, it
purchases and resells building material items related to the use of ready
mixed concrete and concrete block.
Prestressed concrete products for commercial developments and bridge and
highway construction are produced in Wilmington, North Carolina.
During fiscal 1994 the Company purchased cement from 11 suppliers, the
largest of which supplied approximately 29% of the cement used by the
Company in its ready mixed concrete, concrete block, and prestressed
concrete operations. At the present time there is an adequate supply of
cement in the areas in which the Company operates.
In the fiscal year ended September 30, 1994 approximately 39% of the coarse
aggregates and 57% of the sand used in the Company's concrete operations
were produced by the Company. The remaining aggregates were purchased from
other suppliers whose geographic locations coupled with transportation
costs make it more economically feasible to serve several of the Company's
plants.
The Company's construction aggregates operations generally encounter
competition in most of their markets. Price, plant location,
transportation costs, service, product quality and reputation are the major
factors which affect competition within a given market.
<PAGE>
The Company's concrete operations encounter competition in all of their
markets ranging from one to nine competitors. Additionally, the Company's
concrete products are competitive with certain other building materials
such as asphalt, brick, lumber, steel and other products. Price, plant
location, service, product quality and reputation are the major factors
which affect competition within a given market.
The Company does not believe that backlog information accurately reflects
anticipated annual revenue or profitability from year to year.
While the Company is affected by environmental regulations, such
regulations are not expected to have a major effect on the Company's
capital expenditures or operating results. Additional information
concerning environmental matters is presented in Item 3 "Legal Proceedings"
of this Form 10-K and in Note 12 to the Consolidated Financial Statements
included in the accompanying 1994 Annual Report to stockholders, and such
information is incorporated herein by reference.
The Company employed approximately 2,203 persons at September 30, 1994.
Item 2. PROPERTIES.
The Company's principal properties are located in Florida, Georgia, North
Carolina, Virginia, Washington, D.C. and Maryland. The following table
summarizes the Company's principal construction aggregates production
facilities and estimated reserves at September 30, 1993.
Tons Tons of
Delivered in Estimated Approximate
Year Ended Reserves Acres
9/30/94 9/30/94 (L-Leased)(a) Lease
(000's) (000's) (O-Owned) Description
The Company has five
limestone quarries in
Florida located at Gulf
Hammock (which also
produces agricultural
limestone), Brooksville,
Ft. Myers (which also 11 leases
produces baserock), L-19-306 expiring from
Naples, and Miami 7,867 115,000 O- 1,975 1996 to 2046
The Company has four
granite and one lime-
stone quarries in
Georgia located at
Griffin, Forest Park, 10 leases
Macon, Tyrone and Rome L-1,452 expiring from
(limestone) 5,515 159,000 O- 93 1996 to 2046
The Company has three
crushed stone plants
located at Havre de
Grace, Frederick, and
Greenspring, Maryland
and two located near L- 41 1 lease
Richmond, Virginia 6,352 245,000 O-1,063 expiring 2018
<PAGE>
Tons Tons of
Delivered in Estimated Approximate
Year Ended Reserves Acres
9/30/94 9/30/94 (L-Leased)(a) Lease
(000's) (000's) (O-Owned) Description
The Company has two
base rock plants
located at Ft. Pierce 2 leases
and Sunniland, expiring in
Florida 474 14,000 L-12,985 1995 and 2007
The Company has eight
sand plants located
at Keystone Heights,
Astatula, Lake County,
Marion County, Keuka,
Caloosa, Grandin and
Lake Wales, Florida
and two sand and gravel
plants located at
Leonardtown, Maryland 19 leases
and Turkey, Island L-11,912 expiring from
Virginia. 5,841 151,000 O- 789 1996 to 2046
Future reserves:
Sand-five sites
located in Caroline
County, Virginia;
Clay County, Glades
County, Lake County 3 leases
and Marion County L- 2,677 expiring from
Florida (c) 76,000 O- 890 2024 to 2036
Limerock: 1 lease
Brooksville, Florida 100,000(b) expiring in
Newberry, Florida 66,000 L- 1,227 2046
Granite-four sites located
in Jackson, Muscogee, 6 leases
Paulding (c), and Bartow L- 1,034 expiring from
Counties, Georgia 266,000 O- 1,252 2019 to 2049
Marble-Carroll County,
Maryland 80,000 O- 413
Limestone-Lee County,
Florida (c) 87,000 O- 2,860
(a) Leased acreage includes all properties not owned by the Company as to
which the Company has at least the right to mine construction
aggregates for the terms specified.
(b) Acres are included in the first line of the above table.
(c) All of the required zoning or permits for these locations have not
yet been obtained.
<PAGE>
The Company operates five construction aggregates distribution terminals
located in Maryland (three) and Virginia (two) comprising approximately 56
acres, which the Company owns.
The Company has 85 sites for its ready mixed concrete, concrete block and
prestressed concrete plants in Florida, Georgia, North Carolina, Virginia,
Washington, D.C., and Maryland aggregating approximately 629 acres. Of
these acres, the Company owns approximately 473 and leases approximately
156. The lease terms vary from month-to-month to expiring in 2006.
The Company leases, from FRP Properties, Inc., approximately six acres with
two office buildings in Jacksonville, Florida which are used for its
executive offices. Certain of the Company's subsidiaries lease
administrative office space in Springfield, and Virginia Beach, Virginia
and Baltimore, Maryland. Other subsidiaries own administrative offices in
Richmond, Virginia; and Salisbury, Maryland. In addition, the Company owns
approximately 213 acres, some of which are used for shop facilities and
some are held for future plant sites.
The Company owns certain other properties which are summarized as follows:
Approximate
Type Property (1) State Acres
Residential Land Maryland 432
Residential Land New Jersey 33
Industrial/Commercial Virginia 281
Industrial/Commercial Florida 26
Industrial/Commercial Maryland 1,396
Industrial/Commercial North Carolina 27
Agricultural North Carolina 85
(1) The properties owned by the Company are grouped by current or proposed
use. Such use may be subject to obtaining appropriate rezoning,
zoning variances, subdivision approval, permits, licenses, and to
compliance with various zoning, building, environmental and other
regulations of various federal, state, and local authorities.
The Company also owns 1,560 acres in Dade County, Florida. See Part I,
Item 3 - Legal Proceedings, of this Form 10-K for additional information on
this property.
At September 30, 1994 certain property, plant and equipment with a carrying
value of $10,229,000 was pledged on industrial development revenue bonds
and certain other notes and contracts with an outstanding principal balance
totaling $14,777,000 on such date.
Reference is made to certain leases with management-related persons
disclosed in the Company's Proxy Statement, to be filed within 120 days of
the close of the fiscal year on September 30, 1994, and in Note 2 to the
Company's Consolidated Financial Statements included in its Annual Report
to stockholders for the year ended September 30, 1994. Such information is
incorporated herein by reference.
<PAGE>
Item 3. LEGAL PROCEEDINGS.
The U.S. Army Corps of Engineers ("Corps") issued a Notice of Noncompliance
("First Notice") against the Company on April 20, 1992, concerning the
Corps dredge and fill Permit No. 86IPG-20076 for the Section 25 portion of
the Company mining operations in Dade County, Florida. Subsequent to the
First Notice, the Corps issued a second Notice of Noncompliance ("Second
Notice") against the Company concerning the Corps dredge and fill Permit
No. 86IPG-20797 for the Section 26 portion of the Company mining operations
in Dade County, Florida. Both the First Notice and Second Notice allege
that the Company did not perform certain mitigation required by the
Permits. The alleged violations were settled by Final Consent Judgment
("Judgment") entered by the U.S. District Court, Southern District of
Florida on June 16, 1994. On July 8, 1994, the Company paid the $150,000
civil penalty required by the Judgment. This action was previously
reported in the Form 10-Q for the quarter ended December 31, 1992 and Form
10-K for the years ended September 30, 1992 and September 30, 1993.
A wrongful death action was brought in the Superior Court of New Hanover
County, North Carolina (Case No. 91 CV 0023) against two of the Company's
subsidiaries, S&G Concrete, Inc. and The Arundel Corporation and others,
arising from the death of an employee of an affiliated company in an on-
the-job industrial accident. The complaint seeks compensatory and punitive
damages in unspecified amounts. The case was originally styled Dora
Richardson Powell, individually, and as personal representative of the
Estate of Timothy G. Powell, deceased vs. S&G Concrete Company, et al.;
however, the Estate amended its complaint to show Company subsidiaries, The
Arundel Corporation and S&G Prestress Company, as the new defendants.
Company motions for summary judgment were granted as to each defendant.
The Estate has filed Notice of Appeal as to each of the aforesaid orders
for summary judgment. This matter has been previously reported in the 10-Q
for the quarters ended December 31, 1990, March 31, 1993 and 10-K for the
years ended September 30, 1991 and September 30, 1993.
The Company has been advised of soil and groundwater contamination by
petroleum products on or near a site owned by the Company. The alleged
contamination by petroleum products apparently resulted from a leaking
underground storage tank on the site. The contaminated soil and
groundwater will have to be remediated in accordance with state and federal
laws. An environmental consulting firm is investigating the site and has
submitted a Contamination Assessment Report ("CAR") to the Florida
Department of Environmental Protection ("DEP") for their review and
approval. Following DEP approval of the CAR, a Remedial Action Plan will
be developed and submitted to the DEP for approval. The Company will seek
reimbursement of site clean up costs from the Florida Petroleum Liability
Insurance and Restoration Program and/or the Florida Abandoned Tank
Restoration Program.
A personal injury action was brought against the Company and CSX
Transportation, Inc. by Timothy Joe Cupp who was injured while unloading
aggregates from a railroad hopper car leased by the Company. The case is
styled Timothy Joe Cupp vs. Florida Rock Industries, Inc. and CSX
Transportation, Inc., Case No. CV 294-54, in the U. S. District Court for
the Southern District of Georgia. The complaint seeks compensatory damages
in an unspecified amount and punitive damages. This case is in the early
discovery stage at this time.
<PAGE>
On May 8, 1992, oral arguments were held in the Government's appeal of the
U.S. Claims Court judgment entered in favor of the Company in its inverse
condemnation claim against the U.S. Army Corps of Engineers. The case
involves a 98 acre parcel of a 1560 acre tract with limestone reserves in
Dade County, Florida. On March 10, 1994, the Court of Appeals vacated the
U. S. Claims Court judgment and remanded the case for further proceedings.
The Company's petition for rehearing was denied on June 21, 1994. On
September 20, 1994, the Company filed a petition for writ of certiorari in
the U. S. Supreme Court. A decision on that petition is not expected
before December 1994. This case has been previously reported in the Form
10-K for the years 1981 through 1991 and for the Form 10-Q for the quarters
ended June 1986, December 1986, March 1987, June 1988, June 1989, June 1990
and June 1992. (U.S. Claims Court, Case No. 266-82L and U.S. Court of
Appeals, Case No. 91-5156.)
Part II, Item 1 of the Company's Form 10-Q for the quarters ended March 31,
1994 and June 30, 1994 and Note 12 to the Consolidated Financial Statements
included in the accompanying 1994 Annual Report to stockholders are
incorporated herein by reference.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No reportable events.
EXECUTIVE OFFICERS OF THE COMPANY
Name Age Office Position
Since
Edward L. Baker 59 Chairman of the Board and May 1989
Chief Executive Officer
John D. Baker II 46 President May 1989
H. B. Horner 59 Executive Vice President May 1989
C. J. Shepherdson 78 Vice President September 1972
Donald L. Bloebaum 63 Vice President December 1987
S. Robert Hays 57 Vice President May 1984
Thompson S. Baker II 36 Vice President August 1991
Clarron E. Render, Jr. 52 Vice President August 1991
Robert C. Peace 62 Vice President February 1973
Ruggles B. Carlson 60 Vice President, Treasurer November 1970
and Assistant Secretary
Dennis D. Frick 52 Secretary October 1992
Wallace A. Patzke, Jr. 47 Controller December 1991
John W. Green 42 Assistant Secretary October 1988
From December 1988 through July 1991, Thompson S. Baker II served as
President of the Company's Capitol Concrete Division. Prior to December
1988, he served as President of the Company's West Coast Concrete Division
and Vice President of Maryland Rock Industries, Inc., a subsidiary of the
Company.
Mr. Render served as President of Virginia Concrete Company, Incorporated,
a subsidiary of the Company, from 1988 until August 1991. Prior to 1988 he
served as vice president of Virginia Concrete Company.
<PAGE>
Mr. Frick has been with the Company since March 1980 as Associate Corporate
Counsel.
Wallace A. Patzke, Jr. has been with the Company since October 1990 as
Director of Accounting and in December 1991 was promoted to Controller.
From 1986 to 1987 he served as Chief Accounting Officer of The Charter
Company. From 1988 to 1989 he served as President of Capital Enhancement
Corporation, a financial consulting firm. From 1989 to October 1990 he
served as Vice President -Finance of HES, Inc., an environmental consulting
firm.
All other officers have been employed by the Company in their respective
positions for the past five years.
Edward L. Baker and John D. Baker II are brothers and the sons of Thompson
S. Baker who is a member of the Company's Board of Directors. Thompson S.
Baker II is the son of Edward L. Baker.
All executive officers of the Company are elected annually by the Board of
Directors.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
There were approximately 1,268 holders of record of Florida Rock
Industries, Inc. common stock, $.10 par value, as of December 1, 1994. The
Company's common stock is traded on the American Stock Exchange (Symbol:
FRK). Information concerning stock prices and dividends paid during the
past two years is included under the caption "Quarterly Results" on page 7
of the Company's 1994 Annual Report to stockholders and such information is
incorporated herein by reference. Information concerning restrictions on
the payment of cash dividends is included in Note 5 captioned "Lines of
credit and debt" on pages 15 and 16 of the Company's 1994 Annual Report to
stockholders and such information is incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA.
Information required in response to this Item 6 is included under the
caption "Five Year Summary" on page 6 of the Company's 1994 Annual Report
to stockholders, and such information is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Information required in response to this Item 7 is included under the
captions "Management Analysis" on pages 8 and 9; "Capital Expenditures" on
page 2; in the second paragraph under the caption "Summary and Outlook" on
page 3; and in Notes 1 through 13 to the Consolidated Financial Statements
included in the accompanying 1994 Annual Report to stockholders and in Item
3 "Legal Proceedings" of this Form 10-K. Such information is incorporated
herein by reference.
<PAGE>
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information required in response to this Item 8 is included under the
caption "Quarterly Results" on page 7 and on pages 10 through 20 of the
Company's 1994 Annual Report to stockholders. Such information is
incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Information required in response to this Item 9 is included under the
caption "Independent Auditors" in the Company's Proxy Statement dated
December 15, 1994; and such information is incorporated herein by
reference.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information concerning directors required in response to this Item 10 is
included under the captions "Election of Directors" and "Compliance With
Section 16(a) of the Securities Exchange Act of 1934" in the Company's
Proxy Statement dated December 15, 1994, and such information is
incorporated herein by reference.
Information concerning executive officers required in response to this Item
10 is included following Item 4 of this Form 10-K.
Item 11. EXECUTIVE COMPENSATION.
Information required in response to this Item 11 is included under the
captions "Executive Compensation," "Compensation Committee Report,"
"Compensation Committee Interlocks and Insider Participation," and
"Shareholder Return Performance" in the Company's Proxy Statement dated
December 15, 1994, and such information is incorporated herein by
reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information required in response to this Item 12 is included under the
captions "Common Stock Ownership of Certain Beneficial Owners" and "Common
Stock Ownership by Directors and Officers" in the Company's Proxy Statement
dated December 15, 1994, and such information is incorporated herein by
reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required in response to this Item 13 is included under the
captions "Compensation Committee Interlocks and Insider Participation,"
"Certain Transactions with Management" and "Additional Relationships and
Related Transactions with Management" in the Company's Proxy Statement
dated December 15, 1994 and in Note 2 to the Consolidated Financial
Statements included in the accompanying 1994 Annual Report to stockholders,
and such information is incorporated herein by reference.
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) and (2)Financial Statements and Financial Statement Schedules.
The response to this item is submitted as a separate section. See
Index to Financial Statements and Financial Statement
Schedules on page 16 of this Form 10-K.
(3)Exhibits
The response to this item is submitted as a separate section. See
Exhibit Index on pages 12 through 15 of this Form 10-K.
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed during the three months ended
September 30, 1994.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FLORIDA ROCK INDUSTRIES, INC.
Date: December 7, 1994 By RUGGLES B. CARLSON
Ruggles B. Carlson
Vice President & Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on December 7, 1994.
EDWARD L. BAKER ALBERT D. ERNEST, JR.
Edward L. Baker Albert D. Ernest, Jr.
Director, Chairman of the Board Director
and Chief Executive Officer
(Principal Executive Officer)
LUKE E. FICHTHORN III
Luke E. Fichthorn III
Director
RUGGLES B. CARLSON
Ruggles B. Carlson
Vice President & Treasurer
(Principal Financial and FRANK M. HUBBARD
Accounting Officer) Frank M. Hubbard
Director
THOMPSON S. BAKER
Thompson S. Baker FRANCIS X. KNOTT
Director Francis X. Knott
Director
JOHN D. BAKER II
John D. Baker II HENRY J. KNOTT
Director Henry J. Knott
Director
T.S. BAKER II
Thompson S. Baker II RADFORD D. LOVETT
Director Radford D. Lovett
Director
ALVIN R. CARPENTER
Alvin R. Carpenter W. THOMAS RICE
Director W. Thomas Rice
Director
CHARLES H. DENNY III C.J. SHEPHERDSON
Charles H. Denny III C. J. Shepherdson
Director Director<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994
EXHIBIT INDEX
[Item 14(a)(3)]
Page No.in
Sequential
Numbering
(2)(a) Agreement and Plan of Reorganization entered
into as of March 5, 1986 between the Company
and Florida Rock & Tank Lines, Inc. ("FRTL")
pursuant to the distribution pro rata to the
Company's stockholders of 100% of the
outstanding stock of FRTL has previously been
filed as Appendix I to the Company's Proxy
Statement dated June 11, 1986. File No. 1-
7159.
(3)(i)(a) Restated Articles of Incorporation of Florida
Rock Industries, Inc., filed with the
Secretary of State of Florida on May 9, 1986.
Previously filed with Form 10-Q for the
quarter ended December 31, 1986. File No. 1-
7159.
(3)(i)(b) Amendment to the Articles of Incorporation of
Florida Rock Industries, Inc. filed with the
Secretary of State of Florida on February 19,
1992. Previously filed with Form 10-K for
the fiscal year ended September 30, 1993.
File No. 1-7159.
(3)(ii)(a) Restated Bylaws of Florida Rock Industries,
Inc., adopted December 1, 1993. Previously
filed with Form 10-K for the fiscal year
ended September 30, 1993. File No. 1-7159.
(3)(ii)(b) Amendment to the Bylaws of Florida Rock
Industries, Inc. adopted October 5, 1994.
(4)(a) Articles III, VII, and XIII of the Articles
of Incorporation of Florida Rock Industries,
Inc. Previously filed with Form 10-Q for the
quarter ended December 31, 1986 and Form 10-K
for the fiscal year ended September 30, 1993.
File No. 1-7159.
<PAGE>
Page No. in
Sequential
Numbering
(4)(b) Amended and Restated Revolving Credit and
Term Loan Agreement dated as of December 5,
1990, among Florida Rock Industries, Inc.;
Continental Bank, N. A.;Barnett Bank of
Jacksonville, N. A.; Sun Bank, National
Association; Crestar Bank; First Union
National Bank of Florida; The First National
Bank of Maryland; Southeast Bank, N. A.; and
Maryland National Bank. Previously filed
with Form 10-K for the fiscal year ended
September 30, 1990. File No. 1-7159.
(4)(c) First Amendment dated as of September 30,
1992 to the Amended and Restated Revolving
Credit and Term Loan Agreement dated as of
December 5, 1990. Previously filed with Form
10-K for the fiscal year ended September 30,
1992. File No. 1-7159.
(4)(d) Second Amendment dated as of June 30, 1994 to
the Amended and Restated Revolving Credit and
Term Loan Agreement dated as of December 5,
1990.
(4)(e) The Company and its consolidated subsidiaries
have other long-term debt agreements which do
not exceed 10% of the total consolidated
assets of the Company and its subsidiaries,
and the Company agrees to furnish copies of
such agreements and constituent documents to
the Commission upon request.
(10)(a) Retirement Benefits Agreement between Florida
Rock Products Corporation and Thompson S.
Baker dated September 30, 1964. Previously
filed with Form S-1 dated June 29, 1972.
File No. 2-44839.
(10)(b) Retirement Benefits Agreement between Shands
& Baker, Inc., and Thompson S. Baker dated
September 30, 1964 and amendment thereto
dated September 22, 1970. Previously filed
with Form S-1 dated June 29, 1972. File No.
2-44839.
(10)(c) Employment Agreement dated June 12, 1972
between Florida Rock Industries, Inc. and
Charles J. Shepherdson, Sr. and form of
Addendum thereto. Previously filed with Form
S-1 dated June 29, 1972. File No. 2-44839
<PAGE>
Page No. in
Sequential
Numbering
(10)(d) Addendums dated April 3, 1974 and November
18, 1975 to Employment Agreement dated June
12, 1972 between Florida Rock Industries,
Inc., and Charles J. Shepherdson, Sr.
Previously filed with Form 10-K for the
fiscal year ended September 30, 1975. File
No. 1-7159.
(10)(e) Florida Rock Industries, Inc. 1981 Stock
Option Plan. Previously filed with Form S-8
dated March 3, 1982. File No. 2-76407.
(10)(f) Amended Medical Reimbursement Plan of Florida
Rock Industries, Inc., effective May 24,
1976. Previously filed with Form 10-K for
the fiscal year ended September 30, 1980.
File No. 1-7159.
(10)(g) Amendment No. 1 to Amended Medical
Reimbursement Plan of Florida Rock
Industries, Inc. effective July 16, 1976.
Previously filed with Form 10-K for the
fiscal year ended September 30, 1980. File
No. 1-7159
(10)(h) Tax Service Reimbursement Plan of Florida
Rock Industries, Inc. effective October 1,
1976. Previously filed with Form 10-K for
the fiscal year ended September 30, 1980.
File No. 1-7159.
(10)(i) Amendment No. 1 to Tax Service Reimbursement
Plan of Florida Rock Industries, Inc.
Previously filed with Form 10-K for the
fiscal year ended September 30, 1981. File
No. 1-7159.
(10)(j) Amendment No. 2 to Tax Service Reimbursement
Plan of Florida Rock Industries, Inc.
Previously filed with Form 10-K for the
fiscal year ended September 30, 1985. File
No. 1-7159.
(10)(k) Summary of Management Incentive Compensation
Plan as amended effective October 1, 1992.
Previously filed with Form 10-K for the
fiscal year ended September 30, 1993. File
No. 1-7159.
(10)(l) Florida Rock Industries, Inc. Management
Security Plan. Previously filed with Form
10-K for the fiscal year ended September 30,
1985. File No. 1-7159.
<PAGE>
Page No. in
Sequential
Numbering
(10)(m) Various mining royalty agreements with FRTL
or its subsidiary, none of which are
presently believed to be material
individually, but all of which may be
material in the aggregate. Previously filed
with Form 10-K for the fiscal year ended
September 30, 1986. File No. 1-7159.
(10)(n) Florida Rock Industries, Inc. 1991 Stock
Option Plan. Previously filed with Form 10-K
for the fiscal year ended September 30, 1992.
File No. 107159.
(10)(o) Split Dollar Insurance Agreement dated
January 24, 1994 between Edward L. Baker and
Florida Rock Industries, Inc.
(10)(p) Split Dollar Insurance Agreement dated
January 24, 1994 between John D. Baker II and
Florida Rock Industries, Inc.
(11) Computation of Earnings Per Common Share.
(13) The Company's 1994 Annual Report to
stockholders, portions of which are
incorporated by reference in this Form 10-K.
Those portions of the 1994 Annual Report to
stockholders which are not incorporated by
reference shall not be deemed to be filed as
part of this Form 10-K.
(16) Letter regarding change in certifying
accountant was previously filed with Forms 8-
K dated May 4, 1994
(22)(a) Subsidiaries of the Company. Previously
filed with Form 10-K for the fiscal year
ended September 30, 1993. File No. 1-7159.
(23)(a) Consent of Deloitte & Touche LLP, Independent
Certified Public Accountants, appears on page
18 of this Form 10-K.
(23)(b) Consent of Ernst & Young LLP, Independent
Certified Public Accountants, appears on page
19 of this Form 10-K.
(27) Financial Data Schedule
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
(Item 14(a)(1)and (2))
Page
Consolidated Financial Statements:
Consolidated balance sheet at September 30, 1994 and 1993 11(a)
For the years ended September 30, 1994, 1993 and 1992:
Consolidated statement of income 10(a)
Consolidated statement of stockholders' equity 13(a)
Consolidated statement of cash flows 12(a)
Notes to consolidated financial statements 14-19(a)
Selected quarterly financial data (unaudited) 7(a)
Independent Auditors' Report (Deloitte & Touche LLP)
20(a)
Report of Independent Certified Public Accountants
(Ernst & Young LLP)
17(b)
Consent of Independent Certified Public Accountants
(Deloitte & Touche LLP) 18(b)
Consent of Independent Certified Public Accountants
(Ernst & Young LLP)
19(b)
Consolidated Financial Statement Schedules:
Independent Auditors' Report
20(b)
V - Property, plant and equipment 21(b)
VI - Accumulated depreciation, depletion and
amortization of property, plant and equipment 22(b)
VIII - Valuation and qualifying accounts 23(b)
IX - Short-term borrowing 24(b)
X - Supplementary income statement information 25(b)
(a) Refers to the page number in the Company's 1994 Annual Report to
stockholders. Such information is incorporated by reference in Item 8
of this Form 10-K.
(b) Refers to the page number in this Form 10-K.
All other schedules have been omitted as they are not required under the
related instructions, are inapplicable, or because the information required
is included in the consolidated financial statements.
<PAGE>
Report of Independent Certified Public Accountants
Board of Directors and Stockholders
Florida Rock Industries, Inc.
We have audited the consolidated balance sheet of Florida Rock Industries,
Inc. as of September 30, 1993, and the related consolidated statements of
income, stockholders' equity, and cash flows for each of the two years then
ended included in the 1994 Annual Report to Shareholders of Florida Rock
Industries, Inc. which are incorporated by reference in this Annual Report
on Form 10-K. Our audits also included the 1993 and 1992 financial
statement schedules of Florida Rock Industries, Inc. listed in Item 14(a).
These financial statements and schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. 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 audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Florida Rock Industries, Inc. at September 30, 1993, and the
consolidated results of its operations and its cash flows for each of the
two years then ended in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement
schedules, when considered in relation to the basic financial statements
taken as a whole, present fairly in all material respects the information
set forth therein.
As discussed in Note 8 to the consolidated financial statements, in 1993
the Company changed its method of accounting for postretirement benefits
other than pensions.
ERNST & YOUNG LLP
Jacksonville, Florida
November 30, 1993
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Post Effective
Amendments No. 1 to the Registration Statements (Form S-8 Numbers 2-68961
and 2-76407) pertaining to the Florida Rock Industries, Inc. ("FRI") 1980
Employee Stock Purchase Plan and 1981 Stock Option Plan and the
Registration Statements (Forms S-8 Numbers 33-56322, 33-56428, and 33-
56430) pertaining to the Florida Rock Industries, Inc. 1991 Stock Option
Plan, Amended and Restated Profit Sharing Plan and Trust including the
Deferred Earnings Plan and Tax Reduction Act Employee Stock Ownership Plan
and in the related Prospectuses of our reports dated December 1, 1994,
appearing in and incorporated by reference in this Annual Report on Form
10-K of FRI for the year ended September 30, 1994.
DELOITTE & TOUCHE LLP
Jacksonville, Florida
December 19, 1994
<PAGE>
Consent of Ernst & Young LLP
Independent Certified Public Accountants
We consent to the use of our report dated November 30, 1993 in this Annual
Report (Form 10-K) of Florida Rock Industries, Inc.
We further consent to the incorporation by reference in the Post Effective
Amendments No. 1 to the Registration Statement (Form S-8 Numbers 2-68961
and 2-76407) pertaining to the Florida Rock Industries, Inc. 1980 Employee
Stock Purchase Plan and the 1981 Stock Option Plan and the Registration
Statements (Forms S-8 Numbers 33-56322, 33-56428, and 33-56430) pertaining
to the Florida Rock Industries, Inc. 1991 Stock Option Plan, Amended and
Restated Profit Sharing Plan and Trust including the Deferred Earnings Plan
and Tax Reduction Act Employee Stock Ownership Plan and in the related
Prospectuses of our report dated November 30, 1993, with respect to the
consolidated financial statements and schedules of Florida Rock Industries,
Inc. included or incorporated by reference in this Annual Report (Form 10-
K).
ERNST & YOUNG LLP
Jacksonville, Florida
December 19, 1994
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Florida Rock Industries, Inc.
Jacksonville, Florida
We have audited the consolidated financial statements of Florida Rock
Industries, Inc. and its subsidiary companies ("FRI") as of September 30,
1994, and for the year then ended, and have issued our report thereon dated
December 1, 1994; such consolidated financial statements and report are
included in your 1994 Annual Report to Stockholders and are incorporated
herein by reference. Our audit also included the financial statement
schedules of FRI as of September 30, 1994 and for the year then ended,
listed in Item 14. These financial statement schedules are the
responsibility of FRI's management. Our responsibility is to express an
opinion based on our audit. In our opinion, such financial statement
schedules as of September 30, 1994 and for the year then ended, when
considered in relation to the basic financial statements as of September
30, 1994 and for the year then ended taken as a whole, present fairly in
all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Jacksonville, Florida
December 1, 1994
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
SCHEDULE V (CONSOLIDATED) - PROPERTY PLANT AND EQUIPMENT
YEARS ENDED SEPTEMBER 30, 1994, 1993, AND 1992
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
BALANCE AT
BEGINNING ADDITIONS OTHER CHANGES BALANCE AT
OF YEAR AT COST RETIREMENT ADD (DEDUCT) END OF YEAR
Year ended
September 30,
1994:
Depletable
land and
reserves $ 66,107,817 $ 1,700,271 $ - $ (450,511)a $67,357,577
Land 37,446,643 139,867 49,981 450,511 a 37,987,040
Plant &
equipment 344,720,623 21,280,974 7,751,570 - a 358,250,027
Totals $448,275,083 $ 23,121,112 $ 7,801,551 $ - $463,594,644
Year ended
September 30,
1993:
Depletable
land and
reserves $ 57,980,794 $ 8,077,023 $ - $ 50,000 a $66,107,817
Land 36,635,814 1,344,688 633,859 100,000 a 37,446,643
Plant &
equipment 331,419,528 24,135,598 10,834,503 - 344,720,623
Totals $426,036,136 $ 33,557,309 $11,468,362 $ 150,000 $448,275,083
Year ended
September 30,
1992:
Depletable
land and
reserves $ 4,260,062 $ 9,635,861 $ - $ (915,129) $57,980,794
Land 36,557,957 367,604 4,626 (285,122)a 36,635,813
Plant &
equipment 322,881,850 16,785,634 8,855,207 607,251 a 331,419,528
Totals $408,699,869 $ 26,789,099 $ 8,859,833 $ (593,000) $426,036,135
a Reclassifications.
b Depreciation of plant and equipment is computed using the straight-line
method based on the following lives:
Property Life in Years
Buildings and improvements 8-30
Machinery and equipment 3-15
Automobiles, trucks and mobile equipment 3- 8
Furniture and fixtures 3-10
Depletion of sand and stone deposits is computed on the basis of
units of production in relation to estimated reserves.
</TABLE>
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
SCHEDULE VI (CONSOLIDATED) - ACCUMULATED DEPRECIATION, DEPLETION,
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED SEPTEMBER 30, 1994, 1993, AND 1992
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ADDITIONS
BALANCE AT CHARGED TO
BEGINNING COSTS AND OTHER CHANGES BALANCE AT
OF YEAR EXPENSES RETIREMENTS ADD (DEDUCT) END OF
YEAR
Year ended
September 30,
1994:
Depletable
land and
reserves $ 3,121,021 $ 672,425 $ - $ (118,512)a $ 3,674,934
Plant &
equipment 235,044,407 23,682,517 7,001,806 118,512 a 251,843,630
Totals $238,165,428 $ 24,354,942 $7,001,806 $ - $255,518,564
Year ended
September 30,
1993:
Depletable
land and
reserves $ 2,556,035 $ 564,986 $ - $ - $ 3,121,021
Plant &
equipment 219,245,071 24,651,253 8,851,917 - 235,044,407
Totals $221,801,106 $ 25,216,239 $8,851,917 $ - $238,165,428
Year ended
September 30,
1992:
Depletable
land and
reserves $ 2,026,556 $ 436,567 $ - $ 92,912 a $2,556,035
Plant &
equipment 201,851,125 25,057,478 7,570,620 (92,912)a 219,245,071
Totals $203,877,681 $ 25,494,045 $7,570,620 $ - $221,801,106
a Reclassification
</TABLE>
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
SCHEDULE VIII (CONSOLIDATED) - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED SEPTEMBER 30, 1994, 1993, AND 1992
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Additions
Balance at Charged to Charged Balance
Beginning Costs and to Other at end
Description of Year Expenses Accounts Deductions of Year
Year ended
September 30,
1994:
Allowance for
doubtful
accounts a $1,427,909 $ 464,917 $ 265,553b $1,627,273
Accrued risk
insurance
reserves $6,191,529 $2,584,671 $3,261,715c $5,514,485
Accrued
reclamation
costs $2,730,962 $ 613,238 $ 192,589c $3,151,611
Year ended
September 30,
1993:
Allowance for
doubtful
accounts a $1,272,894 $ 505,193 $ 350,178b $1,427,909
Accrued risk
insurance
reserves $6,102,156 $3,187,888 $3,098,515c $6,191,529
Accrued
reclamation
costs $2,627,673 $ 362,216 $ 258,927c $2,730,962
Year ended
September 30,
1992:
Allowance for
doubtful
accounts a $1,344,280 $ 437,611 $ 508,997b $1,272,894
Accrued risk
insurance
reserves $6,715,113 $3,567,895 $4,180,852c $6,102,156
Accrued
reclamation
costs $2,303,459 $ 464,310 $ 140,096c $2,627,673
</TABLE>
a Includes allowances for cash discounts
b Accounts written off less recoveries
c Payments
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
SCHEDULE IX (CONSOLIDATED) SHORT-TERM BORROWINGS
YEARS ENDED SEPTEMBER 30, 1994, 1993, AND 1992
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Maximum Average Weighted
Weighted Amount Amount Average
Balance Average Outstanding Outstanding Interest
at end Interest During the During the Rate During
of year Rate2 Year Year3 Year4
Year ended
September 30,
1994:
Banks1 $ 6,700,000 5.3778% $19,100,000 $11,612,055 4.174%
Year ended
September 30,
1993:
Banks1 $10,200,000 3.725% $18,800,000 $14,559,178 3.576%
Year ended
September 30,
1992:
Banks1 $14,000,000 3.9527% $14,000,000 $ 8,303,552 4.555%
1 The Company has separate lines of credit with three banks whereby it
can borrow up to a total of $30,000,000. At the Company's election
the borrowing under the lines could be from one to ninety days in
length. The interest rate is established on the date of the
borrowing. There is no commitment fee and each bank can terminate
its line at any time.
2 Weighted average interest rate on borrowings outstanding at end of
year.
3 Daily average.
4 Daily weighted average for days which funds were borrowed.
</TABLE>
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
SCHEDULE X (CONSOLIDATED) - SUPPLEMENTARY INCOME
STATEMENT INFORMATION
YEARS ENDED SEPTEMBER 30, 1994, 1993, AND 1992
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CHARGEDTO COSTS AND EXPENSES
1994 1993 1992
Maintenance and repairs $34,046,077 $30,784,490 $28,501,400
Taxes, other than payroll
and income taxes:
Property $ 3,233,952 $ 3,359,721 $3,610,178
Other 1,210,777 1,140,884 $ 947,255
Totals $ 4,444,729 $ 4,500,605 $4,557,433
Royalties $ 7,953,532 $ 8,729,798 $8,493,249
</TABLE>
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
Annual Report 1994
<TABLE>
<CAPTION>
CONSOLIDATED FINANCIAL HIGHLIGHTS
Years ended September 30
(Dollars in thousands except per share amounts)
1994 1993 %Change
<S> <C> <C> <C>
Net sales $336,526 $294,431 +014.3
Gross profit $59,431 $41,704 +042.5
Operating profit $27,461 $11,403 +140.8
Income before
income taxes $25,533 $12,185 +109.5
Net income $17,216 $7,777 +121.4
Per common share:
Net income $1.82 $.85 +114.1
Stockholders' equity $20.25 $18.66 +008.5
Cash dividend $0.50 $0.50
Return on ending
stockholders' equity 9.0% 4.5%
</TABLE>
1994 CORPORATE HIGHLIGHTS
Sales increased - 14%
Net income increased - 121%
Continuing efficiency improvements
$23,121,000 invested in additional property, plant and equipment
$75,000,000 revolving credit agreement of which
$64,000,000 was unused at year end
Short-term lines of credit aggregating $30,000,000 of which
$23,300,000 was unused at year end
BUSINESS. The Company is a major Southeastern construction
materials company concentrating in construction aggregates and
concrete products in Florida, Georgia, Virginia, Maryland, and
Washington, D.C.
OBJECTIVE. The Company's objective is to grow as a major
Southeastern natural resource oriented, basic construction
materials company which provides sound long-term growth and a
superior return on stockholders' equity.
Internal growth is accomplished through emphasizing superior
products and service to customers in expanding markets, and
engaging in an ongoing exploration program for new aggregates
deposits to serve new and existing markets.
External growth through the acquisition program is designed to
broaden the Company's geographic market area by acquiring related
businesses in the Southeast.
1994 was a good year for Florida Rock. Profits more than doubled
on a 14% sales increase. The improved financial results are the
product of the continuing recovery in most of the Company's
Southeastern markets and our management team's cost reduction,
efficiency improvement and capital investment programs over the
last five years.
Although sales and profitability have recovered over the past two
years, they remain below what we believe is the long-term norm
for our markets and our objectives.
RESULTS. Sales for fiscal 1994 were $336,526,000, up 14.3% from
$294,431,000 in fiscal 1993. The increase in sales was due to
increased construction activity primarily in the Florida and
Georgia markets. The Virginia markets began an anemic recovery in
1994. The Maryland markets remain depressed and in some cases
continued to decline. Also, there were very modest price
increases in selected markets.
In 1994 operating profit increased 140.8% to $27,461,000 from
$11,403,000. Profit margins improved as the result of sales
increases and continuing cost containment programs. Selling,
general and administrative expense increased 5.5% primarily as
the result of increased profit sharing and incentive compensation
due to the improved profits. Underlying expenses
remained level.
The 22% decrease in interest expense from last year was due to a
decrease in the average debt outstanding. Average interest rates
increased during the year.
In 1994 the effective tax rate decreased to 32.6% from 36.2% in
1993. The decrease was due to the 1993 requirement under FASB 109
to increase deferred taxes by $748,000 as a result of the
increase in the top Federal tax rate.
Income before income taxes increased 109.5% to $25,533,000 from
$12,185,000 in 1993 which included a gain on sale of S&G Concrete
of North Carolina and land of $2,766,000. Net income was
$17,216,000 which was a 121.4% increase from fiscal 1993's net
income of $7,777,000. Earnings per share in 1994 were $1.82, a
114.1% increase over $.85 last year. Average number of shares of
common stock outstanding increased 3.1% to 9,485,041 in 1994.
As in 1993, the substantial percentage increases in profits in
1994 were attributable to the major cost reduction programs that
were implemented during the downturn through 1992. The prior
sacrifices and continuing dedication of our employees to
maintaining a cost efficient quality organization made the
continuing profit margin improvements possible.
CAPITAL EXPENDITURES. Management continues to believe the key to
long-term growth and profitability is through its continuing
major capital expenditure program leading to low cost operations
and new operations where warranted by expected market
development.
Fiscal 1994 capital expenditures totaled $23,121,000 versus a
plan of $30,000,000 and actual expenditures of $33,558,000 in
1993. The capital expenditures were divided approximately 61% for
replacements and modernization of existing plant and equipment,
25% for expansions, 10% to acquire land and aggregates deposits
to be used in current and future operations and 4% for safety and
environmental. Depreciation and depletion was $24,355,000.
The fiscal 1995 capital expenditure plan totals approximately
$60,000,000, versus estimated depreciation and depletion of
$27,400,000. Approximately 48% of the planned expenditures is for
plant and equipment replacements and modernization, 31% is for
expansion and new projects, 18% is for new plant sites and
deposits, and 3% is for safety and environmental. The 1995
capital expenditure plan is subject to review as market
conditions and the economic picture evolve.
FINANCIAL MANAGEMENT. Cash generated from operations of
$42,512,000 more than enabled the Company to fund its major
capital expenditure program for fiscal 1994.
On November 16, 1993, the Company sold in a private placement
290,909 shares of its common stock for $8,000,000. The purchase
price was received by cancellation of an $8,000,000 note.
During 1994 total debt was reduced $28,346,000 from $60,823,000
to $32,477,000 at September 30, 1994.
At September 30, 1994, $11,000,000 was borrowed under the
$75,000,000 revolving credit agreement and $64,000,000 was
available for other corporate purposes. The Company has
$30,000,000 in short-term bank lines of which $6,700,000 was
utilized at year end.
DIVIDENDS. The Board of Directors maintained the semiannual
dividend of $.25 per share. Consequently, cash dividends of $.50
per share were paid during the year to stockholders.
Subsequent to fiscal year end, in December 1994, the Board
declared the semiannual cash dividend of $.25 per share payable
on January 3, 1995 to stockholders of record on December 15,
1994.
STOCK REPURCHASE. The Board of Directors authorized management to
repurchase shares of the Company's common stock from time to time
as opportunities may arise.
STOCKHOLDERS MEETING. On February 2, 1994, the annual
stockholders meeting was held in Jacksonville, Florida. The
stockholders elected Thompson S. Baker II, Albert D. Ernest, Jr.,
Luke E. Fichthorn III and C. J. Shepherdson as directors to terms
expiring in 1998.
A. R. Carpenter was elected as director for a term
expiring in 1995.
SAFETY. Management continued its emphasis on a safe, drug-free
work place.
The Company's Florida/Georgia Aggregates Group repeated its
outstanding safety record in fiscal 1994. In 1994, only 3
lost-time accidents occurred while an average of approximately
525 employees worked more than 1,325,000 man-hours during the
year. Numerous national and state safety awards were again won by
the Group. During the year, the Macon Quarry received recognition
from the National Safety Council for achieving the highest number
of work hours without a lost-time accident ever by a granite
quarry.
SUMMARY AND OUTLOOK. The sales recovery expected in 1994 occurred
in accordance with expectations. Increased volumes combined with
improved efficiencies and continuing cost control resulted in
improved earnings. The capital expenditure program focused on
higher than normal replacements and new trucks and equipment to
meet increased demand and to improve efficiencies.
In 1995 management expects slower economic growth. The Federal
Reserve's program to contain inflation by slowing economic growth
through increased interest rates has already impacted some of our
market segments. Higher mortgage rates have reduced home sales
and as a result, single family home building permits appear to
have peaked during 1993. Permits for new single family homes are
currently running about 7% below their prior levels in the
Southeast. However, while off from their highs, residential
construction remains quite strong. Conversely, multi-family
dwellings or apartment units continued to decline until 1993 when
it began to recover. This recovery has continued through 1994 and
appears to be driven by low vacancy rates as opposed to interest
rates. Commercial industrial construction markets began to
recover during 1994. It would appear, barring an oppressive
increase in interest rates, that these markets remain driven by
capacity utilization more than mortgage rates. Federal and state
infrastructure requirements remain good and are expected to
continue to grow in all markets although they will remain
constrained by each respective state's ability to fund its
programs.
Management continues to explore new opportunities to further
expand and develop the Company in its existing and contiguous
geographical markets. The Southeastern markets served by Florida
Rock are among the prime long-term growth markets in the United
States. Management's long-term operating plans remain based on
the forecasted secular growth in the Company's markets and a
belief in the fundamental strength of the U.S. economy.
The continuing dedication and excellent performance of our
managers and employees have been critical in improving
profitability and will be the key to Florida Rock's growth and
success in the future.
Respectfully yours,
Edward L. Baker
Chairman of the Board and Chief Executive Officer
John D. Baker II
President
<PAGE>
OPERATIONS. Sales increased in fiscal 1994 with the growth in
Florida, Georgia and Virginia. Increased sales combined with
ongoing cost reduction and efficiency improvement programs
resulted in improved profit and profit margins. The gross profit
margin increased to 17.7% in fiscal 1994 from 14.2% in fiscal
1993.
The Company produces and sells construction aggregates, ready
mixed concrete, concrete block and prestressed concrete. It also
markets other building materials.
The Company operates seven crushed stone plants, eight sand
plants and one industrial sand plant in Florida.
It operates five crushed stone plants in Georgia; one sand and
gravel plant and three crushed stone plants in Maryland; and two
crushed stone plants and one sand and gravel plant in Virginia.
The Company also operates aggregates distribution terminals in
Northern Virginia; Norfolk/Virginia Beach, Virginia; Baltimore,
Maryland and the Eastern Shore of Maryland.
The Company's construction aggregates operations are spread
throughout the Southeast. The Company sells construction
aggregates throughout most of Florida with the principal
exception of the panhandle. In Georgia the Company primarily
serves the regional construction markets around Griffin, Macon,
Rome and the southern portion of the Atlanta market. The Rome
quarry also sells crushed limestone to a cement mill. In Virginia
the Company primarily serves the Richmond, Norfolk/Virginia Beach
and Northern Virginia markets. In Maryland the principal markets
served are the greater Baltimore Area, Frederick and Montgomery
Counties and the Eastern Shore of Maryland from waterfront
distribution yards.
The Company has substantial long-term reserves of sand and stone
in Florida, Georgia, Maryland and Virginia which are owned or
under long-term mining leases with terms generally commensurate
with the extent of the deposits at current rates of extraction.
Ready mixed concrete is produced and sold throughout peninsular
Florida; South Georgia; Richmond, Norfolk/Virginia Beach, and
Northeastern Virginia; Central Maryland; and Washington, D.C.
Prestressed concrete products for commercial developments and
bridge and highway construction are produced in Wilmington, North
Carolina.
At the end of fiscal 1994, the Company had 79 ready mixed
concrete plants and 11 concrete block plants of which one
remained closed, and a delivery fleet of 854 ready mix and block
trucks. During 1994 $5,300,000 was invested in 50 new ready mix
and block trucks to both modernize and expand the fleet. All the
Florida and Georgia ready mixed concrete plants are fully
operational. Five ready mix concrete plants in Virginia are being
operated only on an as needed basis, with the day-to-day demand
being met from other nearby plants.
NEW DEVELOPMENTS. Management continued to modernize and expand
operations where cost savings and/or long-term growth plans
warranted.
The vast majority of the capital expenditures during 1994 were
spent on equipment replacements and expansions. Separate
identifiable projects included a variety of projects. In Florida
the Company opened a new ready mix concrete plant to serve the
Eastern Tallahassee market. Construction was substantially
completed on a new ready mix plant to serve a segment of the
Richmond, Virginia market. The plant is expected to be put in
service during the first quarter of fiscal 1995. A new base rock
crusher system currently under construction in Fort Myers,
Florida, is scheduled for completion in January 1995. At the
Forest Park quarry outside Atlanta, Georgia, the infrastructure
surrounding the quarry was moved thereby making available 32
million tons of additional reserves.
The modernization of the Tyrone, Georgia quarry continued. A new
sand plant was put in operation on a new deposit to replace a
depleted site, thus enabling the Company to continue to serve
segments of the Tampa and Orlando markets.
During 1994 all the Company's operations continued to make both
capital and operating expenditures to make the Company an
environmentally responsible member of each community. One of the
Company's goals is to not only be in compliance with the
environmental regulations but to be a model member of each
community in which it has a presence. Two of the Company's stone
quarries, Brooksville and Gulf Hammock, have been certified as
wildlife habitats by the Wildlife Habitat Council. The Gulf
Hammock quarry was awarded National Stone Association's Gold
Eagle award for environmental accomplishments.
During 1994 the Company initiated a business process improvement
program which is designed to bring total quality to the
management, production and customer service systems.
Fiscal 1995 should continue to reflect the benefits of the
operating efficiencies from capital improvements which, when
combined with increased sales, should result in a greater
percentage increase in earnings and improved returns on capital
employed.
<TABLE>
<CAPTION>
Five Year Summary Years ended September 30
(Dollars and shares in thousands except per share amounts)
1994 1993 1992 1991 1990
____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Net sales $336,526 $294,431 $271,821 $295,726 $390,546
Gross profit $59,431 $41,704 $34,956 $36,013 $65,771
Operating profit $27,461 $11,403 $6,480 $4,415 $30,550
Interest expense $2,223 $2,850 $3,146 $4,800 $5,779
Income before
income taxes $ 25,533 $12,185 $4,325 $1,682 $25,093
Provision (benefit)
for income taxes $8,317 $4,408 $469 ($361) $7,993
Net income $17,216 $7,777 $3,856 $2,043 $17,100
PER COMMON SHARE
Net income $1.82 $.85 $.42 $.22 $1.86
Stockholders' equity$20.25 $18.66 $18.32 $18.40 $18.68
Cash dividend $.50 $.50 $.50 $.50 $.50
FINANCIAL SUMMARY
Current assets $75,720 $73,017 $65,907 $62,590 $71,167
Current liabilities $49,298 $52,033 $46,645 $47,724 $48,585
Working capital $26,422 $20,984 $19,262 $14,866 $22,582
Property, plant
and equipment, net $208,076 $210,110 $204,235 $204,822 $209,765
Total assets $310,590 $312,384 $296,784 $299,724 $305,363
Long-term debt $23,116 $43,877 $39,379 $41,394 $41,721
Stockholders' equity $192,090 $171,594 $168,480 $169,527 $172,109
OTHER DATA
Return on ending
stockholders' equity 9.0% 4.5% 2.3% 1.2% 9.9%
Return on
capital employed 6.9% 3.4% 2.2% 1.9% 7.8%
Additions to property,
plant and equipment,
excluding the purchase
of businesses $23,121 $33,558 $26,789 $26,210 $26,945
Depreciation, depletion
and amortization $25,419 $26,168 $26,678 $30,211 $30,514
Weighted average
number of shares 9,485 9,197 9,204 9,214 9,214
Number of employees
at end of year 2,203 2,142 2,221 2,385 2,860
Stockholders of record 1,279 1,335 1,302 1,503 1,578
</TABLE>
(a) Effective October 1, 1992, the Company changed its method
of accounting for employee postretirement benefits in accordance
with FASB 106. See Note 8 to the Consolidated Financial
Statements.
(b) In 1994, 1993 and 1991 the Company reported a gain (loss)
on the sale of assets of ($313,000), $2,766,000 and $1,035,000,
respectively. See Note 10 to the Consolidated Financial
Statements.
(c) In 1993 the Company charged its provision for income taxes
$748,000 to reflect the impact on the deferred income tax
liability of the increase in the top Federal corporate income tax
rate.
QUARTERLY RESULTS (UNAUDITED)
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
First Second Third Fourth
_______________ ______________ _______________ ______________
1994 1993 1994 1993 1994 1993 1994 1993
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $75,906 $66,857 $66,995 $63,771 $95,598 $82,682 $98,027 $81,121
Gross profit $12,002 $7,511 $8,671 $6,635 $20,106 $14,262 $18,652 $13,296
Operating profit
(loss) $4,822 $602 $787 ($361) $11,264 $6,340 $10,588 $4,822
Income (loss)
before income
taxes $4,405 $77 $352 ($749) $10,864 $5,785 $9,912 $7,072
Net income
(loss) $2,942 $58 $234 ($553) $7,058 $4,211 $6,982 $4,061
Per common share:
Net income
(loss) $0.31 $0.01 $0.02 ($0.06) $0.74 $0.46 $0.74 $0.44
Cash dividend $0.25 $0.25 __ __ $0.25 $0.25 __ __
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Market price:
High $30-5/8 $27-1/2 $34-1/2 $27-3/8 $27-1/4 $27-5/8 $27-5/8 $28-1/4
Low $26-7/8 $20-1/2 $25-3/4 $23-1/8 $24-0/0 $24-5/8 $23-3/4 $25-1/4
</TABLE>
In the fourth quarter of fiscal 1993 the Company:
(a)Reported a $2,715,000 gain on the sale of its S&G Concrete
operations in North Carolina which increased income before income
taxes by that amount.
(b)Charged its provision for income taxes $748,000 to reflect the
impact on the deferred income tax liability of the increase in
the top Federal corporate income tax rate.
OPERATING RESULTS.The Company's operations are influenced by a
number of external and internal factors. External factors include
weather, competition, levels of construction activity in the
Company's markets, the cost and availability of money,
appropriations and construction contract lettings by federal and
state governments, fuel costs, transportation costs and
inflation. Internal factors include sales mix, plant location,
quality and quantities of aggregates reserves, capacity
utilization and other operating factors.
Fiscal 1994 sales increased by 14% due to higher volumes in most
of the Company's markets and some price increases. Fiscal 1993
sales increased by approximately 8% due principally to the higher
volumes created by the recovery in the Florida and Georgia
construction markets.
The contribution made to net sales from the sale of construction
materials by the principal classes of products and services for
the five years ended September 30 is as follows:
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C>
Ready mixed concrete 56% 56% 58% 59% 60%
Construction aggregates 41% 42% 41% 40% 38%
Other concrete products
and building materials 11% 10% 11% 10% 10%
Less intercompany (8%) (8%) (10%) (9%) (8%)
____ ____ ____ ____ ____
100% 100% 100% 100% 100%
</TABLE>
The estimated contribution to revenues from the sale of
construction materials by major markets follows:
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C>
Commercial and industrial 36% 45% 48% 47% 48%
Residential 42% 29% 26% 24% 28%
Highway and governmental 22% 26% 26% 29% 24%
</TABLE>
In fiscal 1994 gross profit increased 42.5% to $59,431,000 from
$41,704,000 in fiscal 1993 and gross margin increased to 17.7%
from 14.2%. These improvements resulted from the increase in
sales, cost containment, continuing efficiency improvements and
the fixed cost component of the business.
In fiscal 1993 gross profit increased 19% to $41,704,000 from
$34,956,000 in fiscal 1992 and gross profit margin increased to
14.2% from 12.9%. These improvements resulted from the increase
in sales and cost reductions and efficiency improvements made
over the prior five years. During 1993 the Company adopted FASB
106 (See Note 8 to the Consolidated Financial Statements)
accounting for retiree health benefits which offset these
improvements by increasing cost of sales by $1,686,000.
The 5.5% increase in selling, general and administrative expense
in 1994 as compared to 1993 was primarily attributable to
increases in profit sharing and management incentive compensation
which are linked to profitability. Selling, general and
administrative expense was 9.5% of sales in 1994 as compared to
10.3% of sales in 1993.
The 6.4% increase in selling, general and administrative expense
in 1993, as compared to 1992 was attributable to increases in
profit sharing and management incentive compensation which are
linked to profitability, and the adoption of FASB 106 which
increased administrative expenses by $353,000. Selling, general
and administrative expense was 10.3% of sales in 1993 as compared
to 10.5% in 1992.
The decrease in interest expense in 1994 was attributable to a
decrease in the average debt outstanding. Interest rates
increased during the year. The decrease in interest expense in
1993 was attributable to a decrease in the average interest rate.
Average debt increased during 1993.
The decrease in interest income in 1994 was due principally to
the collection of notes during the year, and was offset by higher
average interest rates. The decrease in interest income in 1993
was due principally to lower interest rates.
See Note 10 to the Consolidated Financial Statements for
information concerning the gain (loss) on the sale of assets.
The effective tax rate for fiscal 1994 decreased to 32.6% from
36.2% in 1993 due to the absence of the adjustment to deferred
taxes that was required in 1993 as a result of the increase in
the top Federal tax rate. The effective tax rate for fiscal 1993
increased to 36.2% from 10.8% in fiscal 1992. The increase in the
effective tax rate was a result of the increase in earnings, the
increase in earnings from non mining activities and a $748,000
adjustment to deferred taxes as a result of the increase in the
top Federal tax rate from 34% to 35%.
LIQUIDITY AND CAPITAL RESOURCES. The following key financial
measurements reflect the Company's sound financial position and
substantial capital resources at September 30 (dollars in
thousands):
<TABLE>
<CAPTION>
1994 1993 1992
____ ____ ____
<S> <C> <C> <C>
Cash and cash equivalents $804 $4,069 $1,201
Total debt $32,477 $60,823 $57,080
Current ratio 1.5 to 1 1.4 to 1 1.4 to 1
Debt as a percent of
capital employed 12.0% 21.9% 21.3%
Unused revolving credit $64,000 $49,000 $60,000
Unused short-term lines $23,300 $9,800 $6,000
</TABLE>
In fiscal 1994 cash flow from operations of $42,512,000, plus
cash on hand at the beginning of the year, covered the cash
required for capital expenditures and other investing activities,
the reduction in debt of $20,348,000 and the paying of the
regular dividend. In fiscal 1993 cash flow from operations of
$33,980,000 coupled with the cash flows from the proceeds from
the disposition of property, plant and equipment and other assets
of $5,509,000 covered the cash required for capital expenditures
and other investing activities. When combined with the cash
required for the payment of dividends, it required the Company to
increase its borrowings by $3,743,000.
The Company expects its 1995 expenditures for property, plant and
equipment to be approximately $60,000,000, versus depreciation
and depletion of $27,400,000. Management believes that the
necessary funds will be obtained through internal generation and
borrowing under the revolving credit agreement. The Company has
available a $75,000,000 revolving credit agreement of which
$64,000,000 was unused and available at September 30, 1994. The
Company's capital expenditures are by and large discretionary and
not contractual commitments until actual orders are placed for
equipment. However, over time it is desirable and necessary to
both replace equipment due to wear and tear and to make capital
expenditures to improve efficiencies and expand capacity where
warranted.
The Company expects that the Purchase and Put Agreements covering
$7,550,000 of the Industrial Revenue Bonds (See Note 5 to the
Consolidated Financial Statements) will continue to be amended
until the earlier of the final maturity date of the respective
bonds or until the project financed by the bonds is terminated.
To the extent that the bonds mature or the Purchase and Put
Agreements are not extended, the Company will repurchase and/or
repay the bonds with borrowings under its revolving credit
agreement. The Company believes it will be able to renegotiate
its present credit facilities or obtain similar replacement
credit facilities when necessary in the future.
INFLATION. In the past three years price increases have generally
failed to equal inflation and in certain markets prices have
declined due to competitive conditions. The effect of this on the
Company's operations has been partially offset by management's
emphasis on cost containment and productivity improvement. In the
last half of fiscal 1994 the Company was able to achieve price
increases in several markets sufficient to offset cost increases.
CONSOLIDATED STATEMENT OF INCOME YEARS ENDED SEPTEMBER 30
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
1994 1993 1992
____ ____ ____
<S> <C> <C> <C>
Net sales $336,526 $294,431 $271,821
Cost of sales 277,095 252,727 236,865
_______ _______ _______
Gross profit 59,431 41,704 34,956
Selling, general and
administrative expense 31,970 30,301 28,476
_______ _______ _______
Operating profit 27,461 11,403 6,480
Interest expense (2,223) (2,850) (3,146)
Interest income 462 493 603
Gain (loss) on sale
of assets (313) 2,766
Other income, net 146 373 388
_______ _______ _______
Income before
income taxes 25,533 12,185 4,325
Provision for
income taxes 8,317 4,408 469
_______ _______ _______
NET INCOME $17,216 $7,777 $3,856
Earnings per common share $1.82 $0.85 $0.42
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET SEPTEMBER 30
(Dollars in thousands)
1994 1993
____ ____
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $804 $4,069
Accounts receivable, less allowance for
doubtful accounts of $1,627 ($1,428 in 1993) 49,109 41,931
Inventories 20,61 23,105
Prepaid expenses and other 5,192 3,912
_______ _______
Total current assets 75,720 73,017
Other assets 26,794 29,257
Property, plant and equipment, at cost:
Land 105,345 103,554
Plant and equipment 358,250 344,721
_______ _______
463,595 448,275
Less accumulated depreciation and depletion 255,519 238,165
_______ _______
Net property, plant and equipment 208,076 210,110
_______ _______
$310,590 $312,384
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term notes payable to banks $6,700 $10,200
Accounts payable 25,176 21,906
Federal and state income taxes 2,218 2,403
Accrued payroll and benefits 6,337 3,534
Accrued insurance reserve 1,983 2,458
Accrued liabilities, other 4,223 4,786
Long-term debt due within one year 2,661 6,746
_______ _______
Total current liabilities 49,298 52,033
Long-term debt 23,116 43,877
Deferred income taxes 30,441 30,734
Other accrued liabilities 15,645 14,146
Commitments and Contingent Liabilities
(Notes 9, 12 and 13)
Stockholders' equity:
Preferred stock, no par value;
authorized 10,000,000 shares, issued none ___ ___
Common stock, $.10 par value;
authorized 50,000,000 shares,
issued 9,487,309 shares (9,288,708 in 1993) 949 929
Capital in excess of par value 17,400 11,430
Retained earnings 173,743 161,268
Less cost of treasury stock; 87 shares
(93,208 in 1993) (2) (2,033)
_______ _____
Total stockholders' equity 192,090 171,594
_______ _______
$310,590 $312,384
</TABLE>
<TABLE>
<CAPTION>CONSOLIDATED STATEMENT OF
CASH FLOWS YEARS ENDED SEPTEMBER 30
(Dollars in thousands)
1994 1993 1992
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $17,216 $7,777 $3,856
Adjustments to reconcile net income to net cash
provided from operating activities:
Depreciation, depletion and amortization 25,419 26,168 26,678
Net changes in operating assets and liabilities:
(Increase) decrease in
accounts receivable (7,305) (6,092) 2,513
(Increase) decrease in inventories 2,490 (1,242) (1,189)
(Increase) decrease in prepaid expenses
and other (259) 744 (192)
Increase in accounts payable and
accrued liabilities 4,555 9,600 363
Increase (decrease) in deferred income taxes 482 (645) (2,662)
Gain on disposition of property, plant
and equipment (382) (2,837) (1,305)
Other, net 296 507 636
______ ______ ______
Net cash provided from operating activities 42,512 33,980 28,698
Cash flows from investing activities:
Purchase of property, plant and equipment (23,063) (32,811) (26,746)
Proceeds from the sale of property, plant
and equipment 661 4,986 2,009
Additions to other assets (1,839) (2,615) (646)
Proceeds from the disposition of other assets 693 523 2,773
Additions to notes receivable (335) ___ (20)
Collection of notes receivable 3,174 410 304
_____ ______ ______
Net cash used in investing activities (20,709) (29,507) (22,326)
Cash flows from financing activities:
Proceeds from long-term debt --- 13,000 ---
Net increase (decrease) in short-term debt (3,500) (3,800) 4,800
Repayment of long-term debt (16,848) (6,142) (6,767)
Exercise of employee stock options 23 --- ---
Repurchase of Company stock (2) (65) (303)
Payment of dividends (4,741) (4,598) (4,600)
______ ______ ______
Net cash used in financing activities (25,068) (1,605) (6,870)
______ ______ ______
Net increase (decrease) in cash
and cash equivalents (3,265) 2,868 (498)
Cash and cash equivalents at beginning of year 4,069 1,201 1,699
______ ______ ______
Cash and cash equivalents at end of year $804 $4,069 $1,201
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest expense, net of amount capitalized $2,769 $2,764 $3,188
Income taxes $9,814 $5,206 $2,402
Noncash investing and financing activities:
Additions to property, plant and equipment from:
Exchanges $58 $61 $43
Issuing debt --- $686 ---
Issuing common stock in payment of
note payable $8,000 --- ---
Addition to notes receivable from the sale of
property, plant and equipment $431 --- ---
</TABLE>
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments with maturities of
three months or less at the time of purchase to be cash
equivalents.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF
STOCKHOLDERS' EQUITY YEARS ENDED SEPTEMBER 30
(Dollars in thousands except per share amounts)
Capital in
Common Stock Excess of Retained Treasury Stock
--------------- Par Value Earnings --------------
Shares Amount Shares Amount
<S> <C> <C> <C> <C> <C> <C>
Balance October 1, 1991 9,288,708 $929 $11,430 $158,833 (75,450) ($1,665
Shares purchased for
treasury (14,725) (303)
Net income 3,856
Cash dividends
($.50 per share) (4,600)
---------- ----- --------- ---------- -------- -----
Balance
September 30, 1992 9,288,708 929 11,430 158,089 (90,175) (1968)
Shares purchased for
treasury (3,033) (65)
Net income 7,777
Cash dividends
($.50 per share) (4,598)
---------- ----- --------- ---------- -------- -----
Balance
September 30, 1993 9,288,708 929 11,430 161,268 (93,208) (2,033)
Shares issued in
payment of note 197,701 20 5,947 93,208 2,033
Exercise of stock
options 900 23
Shares purchased for
treasury (87) (2)
Net income 17,216
Cash dividends
($.50 per share) (4,741)
----------- ------ ---------- -------------------------
Balance
September 30, 1994 9,487,309 $949 $17,400 $173,743 (87) ($2)
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES.
CONSOLIDATION-The consolidated financial statements include the
accounts of the Company and its subsidiaries, all of which are
wholly owned. All significant intercompany transactions have been
eliminated in consolidation.
INVENTORIES-Inventories are valued at the lower of cost or
market. Cost for parts and supplies inventory is determined under
the first-in, first-out (FIFO) method. Cost for other inventories
is determined under the last-in, first-out (LIFO) and average
cost methods.
DEPRECIATION, DEPLETION AND AMORTIZATION-Provision for
depreciation of plant and equipment is computed on the basis of
estimated useful lives using the straight-line method. Depletion
of sand and stone deposits is computed on the basis of units of
production in relation to estimated reserves. Substantially all
goodwill is being amortized over forty years using the
straight-line method.
INCOME TAXES-The Company accounts for income taxes under
Financial Accounting Standards Board Statement No. 109. Annual
provisions for income taxes are based primarily on reported
earnings before income taxes and include appropriate provisions
for deferred income taxes resulting from the tax effect, using
presently enacted tax rates, of the difference between the tax
basis of assets and liabilities and their carrying amounts for
financial reporting purposes.
EARNINGS PER COMMON SHARE-Earnings per common share are based on
the weighted average number of common shares outstanding and
common stock equivalents, where applicable, during the year.
CONCENTRATIONS OF CREDIT RISK-The Company's operations are
located within the Southeastern United States. It sells
construction materials and grants credit to customers,
substantially all of whom are related to the construction
industry.
RECLAMATION-The Company accrues the estimated cost of reclamation
over the life of the deposit based on tons sold in relation to
total estimated tons of reserves. Expenses paid by the Company
are charged to the reserve.
RISK INSURANCE-The Company has a $500,000 self-insured retention
per occurrence in connection with its workers' compensation,
automobile liability, and general liability insurance programs
("Risk Insurance"). The Company accrues monthly its estimated
cost in connection with its portion of its Risk Insurance losses.
Claims paid by the Company are charged against the reserve.
Additionally, the Company maintains a reserve for incurred but
not reported claims based on historical analysis of such claims.
ENVIRONMENTAL-Environmental expenditures that benefit future
periods are capitalized. Expenditures that relate to an existing
condition caused by past operations, and which do not contribute
to current or future revenue generation, are expensed.
Liabilities are recorded when environmental assessments and/or
remedial efforts are probable, and the costs can be reasonably
estimated. Estimation of such liabilities is extremely complex.
Some factors that must be assessed are engineering estimates,
continually evolving governmental laws and standards,
and potential involvement of other potentially
responsible parties.
ACCOUNTING STANDARDS-Financial Accounting Standards Board
Statement No. 112, "Employers' Accounting for Postemployment
Benefits," did not have an impact on the Company's operating
results.
2. TRANSACTIONS WITH RELATED PARTIES. As of September 30, 1994
eight of the Company's directors were also directors of FRP
Properties, Inc. ("FRPP"). Such directors own approximately 37%
of the stock of FRPP and 30% of the stock of the Company.
Accordingly, FRPP and the Company are considered related parties.
FRPP, through its ICC transportation subsidiaries, hauls
construction aggregates for the Company and customers of the
Company. It also hauls diesel fuel and other supplies for the
Company. Charges for these services are based on prevailing
market prices.
Other wholly owned subsidiaries of FRPP lease certain
construction aggregates mining and other properties and provide
construction management services to the Company.
The Company paid rents, royalties and transportation charges to
subsidiaries of FRPP totaling $6,029,000 in 1994, $6,259,000 in
1993, and $6,752,000 in 1992.
At September 30, 1994 the Company had a net account payable due
to subsidiaries of FRPP of $144,000. At September 30, 1993 the
Company had net trade accounts receivable due from subsidiaries
of FRPP of $14,000.
Under an agreement extending until September 30, 1996, the
Company furnishes certain management and related services,
including financial, tax, legal, administrative, accounting and
computer, to FRPP and its subsidiaries. Charges for such services
were $1,208,000 in 1994, $1,101,000 in 1993, and $1,032,000 in
1992.
3. INVENTORIES. Inventories at September 30 consisted of the
following (in thousands):
1994 1993
____ ____
Finished products $16,329 $19,034
Raw materials 3,249 2,962
Parts and supplies 1,037 1,109
______ ______
$20,615 $23,105
The excess of current cost over the LIFO stated values of
inventories was $3,282,000 at September 30, 1994 and $3,434,000
at September 30, 1993.
4. OTHER ASSETS. Other assets at September 30 consisted of the
following (in thousands):
1994 1993
____ ____
Real estate $3,349 $4,326
Notes receivable 5,523 7,804
Goodwill at cost less amortization
of $2,786 ($2,457 in 1993) 10,458 10,787
Other 7,464 6,340
______ ______
$26,794 $29,257
5. LINES OF CREDIT AND DEBT. Long-term debt at September 30 is
summarized as follows
(in thousands):
1994 1993
____ ____
UNSECURED NOTES:
Revolving credit $11,000 $26,000
7 1/2% note ___ 8,000
Industrial development
revenue bonds 11,963 13,606
7% - 12% secured notes
and contracts 2,814 3,017
______ ______
25,777 50,623
Less portion due within one year 2,661 6,746
______ ______
$23,116 $43,877
Of the industrial development revenue bonds at September 30,
1994, $7,550,000 is due between 2004 and 2021. The bonds provide
for quarterly interest payments between 68.0% and 73.3% of prime
rate. The bonds are subject to Purchase and Put Agreements with
several banks whereby the bondholders may, at their option, sell
the bonds to the Company during the following fiscal years:
$600,000 in 1995; $2,375,000 in 1996; $3,075,000 in 1997;
$500,000 in 1998; and $1,000,000 in 1999. The balance of the
industrial development revenue bonds totaling $4,413,000 at
September 30, 1994 is at floating rates of interest and matures
through 1999. The bonds are collateralized by certain property,
plant and equipment having a carrying value of $7,482,000 at
September 30, 1994.
The secured notes and contracts are collateralized by certain
real estate and operating equipment having a carrying value of
approximately $2,747,000 at September 30, 1994 and are payable in
installments through 2004.
The aggregate amount of principal payments, excluding the
revolving credit, due subsequent to September 30, 1994, assuming
that all of the industrial development revenue bondholders
exercise their options to sell the bonds to the Company, is: 1995
- - $2,661,000; 1996 - $3,750,000; 1997 -$3,918,000; 1998-
$1,287,000; 1999 - $1,781,000; 2000 and subsequent years -
$1,380,000.
The Company has a revolving credit agreement under which it may
borrow up to $75,000,000 on term loans payable in consecutive
quarterly installments of 5% of the original amount commencing
September 30, 1997 and a final payment of the unpaid balance on
June 30, 2000. Interest is payable at prime rate until June 30,
1997 and at 3/8 of 1% above such prime rate thereafter.
Alternative interest rates based on the London interbank rate
and/or the reserve-adjusted certificate of deposit rate are
available at the Company's option. A commitment fee of 3/16 to
3/8 of 1% is payable on the unused amount of the commitment.
The Company also has available short-term lines of credit from
three banks aggregating $30,000,000. Under these lines the
Company may borrow funds for a period of one to ninety days.
There is no commitment fee and the banks can terminate the lines
at any time. The interest rate is determined at the time of each
borrowing and for fiscal 1994 ranged between 3.27% and 5.85%. At
September 30, 1994 the Company had a total of $6,700,000 borrowed
under these lines.
The various loan agreements contain restrictive covenants,
including a requirement to maintain a consolidated current ratio
and consolidated tangible net worth (as defined) at certain
levels, limitations on paying cash dividends, and other
restrictions. As of September 30, 1994, under the most
restrictive of the agreements, $39,754,000 of consolidated
retained earnings was not restricted as to payment of cash
dividends.
The Company capitalized interest cost of $35,000 in 1994,
$162,000 in 1993 and $187,000 in 1992.
6. STOCK OPTION PLAN. The Company has a stock option plan under
which options for shares of common stock may be granted to
directors, officers and key employees.
Option transactions for the fiscal years ended September 30 are
summarized as follows:
<TABLE>
<CAPTION>
1994 1993 1992
----- ----- -----
<S> <C> <C> <C>
Shares under option:
Outstanding at beginning of year 529,050 551,150 165,800
Granted 13,500 --- 405,250
Exercised ($25.12 per share) (900) --- ---
Cancelled (7,050) (22,100) (19,900)
-------- -------- --------
Outstanding at end of year
(1994-$24.75 to $30.37 per share) 534,600 529,050 551,150
-------- -------- --------
Aggregate option price $14,209,000 $14,075,000 $14,653,000
Shares available for future grant 113,500 119,950 102,250
-------- -------- --------
Shares exercisable at end of year 297,440 195,210 92,040
</TABLE>
Options granted have been at a price equal to the fair market
value of the Company's common stock on the dates of grant. The
options expire from eight to ten years from the date of grant and
become exercisable in cumulative installments of 20% each year
after a one year waiting period from the date of grant.
No accounting is made for these options until they are exercised,
at which time the proceeds are credited to stockholders' equity.
7. INCOME TAXES. The provision for income taxes for the fiscal
years ended September 30 consisted of the following (in
thousands):
<TABLE>
<CAPTION>
1994 1993 1992
----- ----- -----
<S> <C> <C> <C>
Current:
Federal $6,439 $4,069 $2,639
State 1,396 984 492
------ ------- -------
7,835 5,053 3,131
Deferred 482 (1,393) (2,662)
Federal tax rate change ---- 748 ----
------ ------- -------
Total $8,317 $4,408 $469
</TABLE>
In the fourth quarter of fiscal 1993, the Company revised its
estimated annual effective tax rate to reflect the change in the
Federal statutory rate from 34% to 35%. The effect of this change
was to increase income tax expense for 1993 by $880,000. Of this
amount, $748,000 related to applying the newly enacted statutory
income tax rate to the deferred income tax liability.
A reconciliation between the amount of reported income tax
provision and the amount computed at the statutory Federal income
tax rate follows (in thousands):
<TABLE>
<CAPTION>
1994 1993 1992
----- ----- -----
<S> <C> <C> <C>
Amount computed at
statutory Federal rate $8,936 $4,234 $1,470
Effect of percentage depletion (1,578) (1,151) (1,216)
State income taxes (net of
Federal income tax benefit) 811 384 51
Federal tax rate change ---- 748 ----
Other, net 148 193 164
----- ------- -------
Provision for income taxes $8,317 $4,408 $469
</TABLE>
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used
for income tax purposes. The components of deferred taxes at
September 30 include (in thousands):
<TABLE>
<CAPTION>
1994 1993
----- -----
<S> <C> <C>
Deferred tax assets:
Insurance reserves $2,258 $2,557
Other accrued liabilities 5,821 3,930
Credit carryover 902 2,021
Other 953 1,398
Valuation allowance ---- (380)
______ ______
Total 9,934 9,526
Deferred tax liabilities:
Basis difference in property,
plant and equipment 36,486 36,592
Other 508 1,315
______ ______
Total 36,994 37,907
______ ______
$27,060 $28,381
</TABLE>
There was no change in the valuation allowance for fiscal 1993.
At September 30, 1994, for state income tax purposes the Company,
through certain of its subsidiaries, had available certain loss
carryforwards. The benefit that the Company may receive from
these carryforwards is not material.
8. EMPLOYEE BENEFITS. The Company and its subsidiaries have a
number of retirement plans which
cover substantially all employees.
Certain of the Company's subsidiaries have noncontributory
defined benefit retirement plans covering certain employees. The
benefits are based on years of service and the employee's highest
average compensation for any five (or in the case of one plan
three) consecutive years of service. Plan assets are invested in
mutual funds, listed stocks and bonds and cash equivalents. The
Company's funding policy is to fund annually within the limits
imposed by the Employee Retirement Income Security Act.
Net periodic pension cost (income) for fiscal years ended
September 30 included the following components (in thousands):
<TABLE>
<CAPTION>
1994 1993 1992
----- ----- -----
<S> <C> <C> <C>
Service cost-benefits earned during the period $611 $635 $531
Interest cost on projected benefit obligation 1,046 1,081 1,021
Actual return on assets 900 (2,115) (1,517)
Net amortization and deferral (2,447) 802 233
Charge resulting from termination benefits ---- ---- 102
Curtailment gain (174) ---- ----
______ _____ ________
Net periodic pension cost (income) ($64) $403 $370
</TABLE>
Assumptions used in determining the net periodic pension cost may
vary by plan and are summarized as follows:
<TABLE>
<CAPTION>
1994 1993 1992
----- ----- -----
<S> <C> <C> <C>
Discount rate 8% 7% 7.75%-8%
Rate of increase in compensation levels 5.25% 5% 6%
Expected long-term rate of return on assets 9% 9% 8%-9%
</TABLE>
The following table sets forth the plans' funded status and
amounts recognized in the Company's consolidated balance sheet at
September 30 (in thousands):
<TABLE>
<CAPTION>
1994 1993
----- -----
Assets Accumulated Assets Accumulated
Exceed Benefits Exceed Benefits
Accumulated Exceed Accumulated Exceed
Benefits Assets Benefits Assets
________ ________ ________ ________
<S> <C> <C> <C> <C>
Actuarial present value of
vested benefit obligations ($2,528) ($9,913) ($2,682) ($10,651)
______ _______ ______ ______
Accumulated benefit
obligation ($2,535) ($10,012) ($2,694) ($10,852)
______ _______ ______ ______
Projected benefit obligation ($3,216) ($11,064) ($3,582) ($12,092)
Plan assets at fair value 4,914 10,170 4,978 11,940
_______ ________ _______ ______
Projected benefit obligation
(in excess of) or less
than plan assets 1,698 (894) 1,396 (152)
Unrecognized net (gain)
or loss (31) (873) 57 (1,504)
Unrecognized net
obligation (asset) (863) ---- (949) -----
Unrecognized prior
service cost 182 162 198 220
______ _______ ______ ______
Prepaid pension cost
(pension liability) $986 ($1,605) $702 ($1,436)
</TABLE>
Union employees are covered by multi-employer plans not
administered by the Company. Payments of $275,000, $279,000 and
$517,000 were made to these plans during 1994, 1993 and 1992,
respectively.
Additionally, the Company and certain subsidiaries have
savings/profit sharing plans for the benefit of qualified
employees. The savings feature of the plans incorporates the
provisions of Section 401(k) of the Internal Revenue Code. Under
the savings feature of the plans, eligible employees may elect to
save a portion (within limits) of their compensation on a tax
deferred basis. The Company contributes to a participant's
account an amount equal to 50% (with certain limits) of the
participant's contribution. Additionally, the Company and certain
subsidiaries may make annual contributions to the plans as
determined by the Board of Directors, with certain limitations.
The plans provide for deferred vesting with benefits payable upon
retirement or earlier termination of employment. The total cost
of the plans was $2,648,000 in 1994; $1,445,000 in 1993 and
$1,044,000 in 1992.
The Company has a management security plan for certain officers
and key employees. The accruals for future benefits are based
upon the remaining years to retirement of the participating
employees. The Company has purchased life insurance on the lives
of the participants and it is the owner and beneficiary of such
policies. The expense for fiscal 1994, 1993 and 1992 was
$1,160,000, $1,038,000 and $738,000, respectively.
The Company and one of its subsidiaries provide certain health
care and life insurance benefits for retired employees. Employees
may become eligible for those benefits if they were employed by
the Company prior to December 10, 1992, have 15 years of service
and reach retirement age while working for the Company. The plans
are contributory and unfunded.
Effective as of the beginning of fiscal 1993, the Company adopted
Financial Accounting Standards Board Statement No. 106
"Employers' Accounting for Postretirement Benefits Other Than
Pensions". Under this new statement, the Company is required to
accrue the estimated cost of retiree health and life insurance
benefits over the years that the employees render service. The
Company previously expensed the cost of these benefits as claims
were paid.
At the effective date of adoption, October 1, 1992, the
Accumulated Postretirement Benefit Obligation ("APBO"), the
discounted present value of estimated future benefits attributed
to employees' service rendered prior to October 1, 1992, amounted
to $15,505,000, which the Company has elected to amortize over 20
years. The effect of adopting the new statement on fiscal 1993
was to reduce income before income taxes by $2,039,000 and net
income by $1,252,000 ($.14 per share).
The following table sets forth the plans' combined status
reconciled with the accrued postretirement benefit cost included
in the Company's consolidated balance sheet at September 30 (in
thousands):
<TABLE>
<CAPTION>
1994 1993
----- -----
<S> <C> <C>
Accumulated postretirement benefit obligations:
Retirees $1,680 $3,705
Fully eligible active participants 597 1,606
Other active participants 677 7,376
______ ______
Total APBO 2,954 12,687
Unrecognized net loss from past experience
different from that assumed and from
changes in assumptions (1,377) (1,560)
Unrecognized prior service costs 894 ----
Unrecognized transition obligation ---- (9,088)
______ ______
Accrued postretirement benefit cos $2,471 $2,039
</TABLE>
Net periodic postretirement benefit cost for fiscal 1994 and 1993
includes the following components (in thousands):
<TABLE>
<CAPTION>
1994 1993 1992
----- ----- -----
<S> <C> <C> <C>
Service cost of benefits earned during the period $260 $678
Interest cost on APBO 380 1,008
Net amortization and deferral (127) ----
Amortization of transition obligation over 20 years 120 628
______ ______
Net periodic postretirement benefit cost $633 $2,314
</TABLE>
The cost of these programs in fiscal 1992 was $567,000.
The discount rate used in determining the Net Periodic
Postretirement Benefit Cost and the APBO was 8% at September 30,
1994 and 7% at September 30, 1993. The health care costs trend
used in determining the APBO in 1994 was 11.3% grading down to 6%
in year 9 and later for pre-age 65 costs and 9.6% grading down to
6% over 9 years for post-age 65 costs.
Effective January 1, 1994, the Company's share of retiree health
care was capped at the 1993 dollar level. Therefore, the effect
of a 1% increase in the assumed health care cost trend rates
would have no effect on the APBO as of September 30, 1994, and a
minimal effect on the service and interest cost components of the
Net Periodic Postretirement Benefit Cost.
9. LEASES. Certain plant sites, office space and equipment are
rented under operating leases. Total rental expense, excluding
mineral leases, for fiscal 1994, 1993 and 1992 was $3,465,000,
$3,965,000 and $6,200,000, respectively. Future minimum lease
payments under operating leases with an initial or remaining
noncancelable term in excess of one year, exclusive of mineral
leases, at September 30, 1994 are as follows: 1995 -$1,826,000;
1996 - $1,356,000; 1997 - $1,146,000; 1998 - $1,110,000; 1999 -
$1,112,000; after 1999 - $9,834,000. Certain leases include
options for renewal. Most leases require the Company to pay for
utilities, insurance and maintenance.
The Company has a long-term lease, which may not be cancelled
prior to September 1, 1998, with FRPP for sand reserves near
Grandin, Florida. Under the lease the Company will pay minimum
royalties of $1,000,000 per year.
10.GAIN (LOSS) ON SALE OF ASSETS. In fiscal 1994 the Company sold
certain real estate which resulted in a loss of $313,000. In
August 1993 the Company sold its S&G Concrete Co.'s North
Carolina ready mixed concrete assets for cash and reported a gain
of $2,715,000. Also, in fiscal 1993 the Company sold other land
which resulted in a gain of $51,000.
11. FAIR VALUES OF FINANCIAL INSTRUMENTS. At September 30, 1994
and 1993 the carrying amount reported in the balance sheet for
cash and cash equivalents, notes receivable, short-term notes
payable to banks, revolving credit and industrial development
revenue bonds approximate their fair value. The fair values of
the Company's other long-term debt are estimated using discounted
cash flow analysis, based on the Company's current incremental
borrowing rates for similar types of borrowing arrangements. At
September 30, 1994 the carrying amount and fair value of such
other long-term debt was $2,814,000 and $3,040,000, respectively.
At September 30, 1993 the carrying amount and fair value of such
other long-term debt was $11,017,000 and $11,804,000,
respectively.
12. CONTINGENT LIABILITIES. 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, are expected to have a
materially adverse effect on the Company's consolidated financial
statements.
The Company has retained certain self-insurance risks with
respect to losses for third party liability and property damage.
The Company has been advised of soil and groundwater
contamination by petroleum products in the vicinity of an
underground storage tank on a site owned by the Company. The
contaminated soil and groundwater will have to be remediated in
accordance with state and federal laws. An environmental
consulting firm is investigating the site and has submitted a
Contamination Assessment Report ("CAR") to the Florida Department
of Environmental Protection ("DEP") for their review and
approval. Following DEP approval of the CAR, a Remedial Action
Plan will be developed and submitted to the DEP for approval. The
consultants' estimate of the cost of remediation on similar
non-Company sites ranges from $200,000 to $1,000,000. At
September 30, 1994, the Company had recorded a liability for
$400,000; it has not recorded any potential claims that it may
have against the former owner of the site or through the Florida
Petroleum Liability Insurance and Restoration Program and/or the
Florida Abandoned Tank Restoration Program. Because of the
uncertainties associated with environmental assessment and
remediation activities, future expenses to remediate the
currently identified site could be considerably higher than the
accrued liability. However, the Company believes that the cost of
remediation will not have a materially adverse effect upon its
financial condition or earnings.
In May of 1993 the National Labor Relations Board ("NLRB") issued
a Complaint against a subsidiary of the Company (herein the
"Subsidiary") based on unfair labor practice charges previously
filed by Teamsters Local 639. The Complaint seeks an order from
the NLRB requiring the Subsidiary to recognize the Teamsters as
its employees' exclusive collective bargaining representative, to
restore certain previous terms and conditions of employment and
to make whole the affected employees and certain employee benefit
plans for losses as a result of changes
in terms and conditions of employment made by the Subsidiary. The
Subsidiary has denied such charges and is vigorously defending
its position. In April of 1994, an Administrative Law Judge
("ALJ") of the NLRB issued a Recommended Decision and Order
recommending a ruling against the Subsidiary's position and
recommending the relief sought in the Complaint. The Subsidiary
has filed an appeal with the NLRB. The ultimate liability, if
any, with respect to this matter cannot reasonably be estimated.
However, it is the opinion of the Company's management that the
ultimate disposition of this matter will not have a material
adverse effect on the Company's financial statements.
13. COMMITMENTS. At September 30, 1994, the Company had placed
orders and was committed to purchase equipment costing
approximately $4,000,000.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Florida Rock Industries, Inc.
We have audited the accompanying consolidated balance sheet of
Florida Rock Industries, Inc. and its subsidiary companies as of
September 30, 1994, and the related consolidated statements of
income, stockholders' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit. The
consolidated financial statements as of September 30, 1993 and
for each of the two years in the period ended September 30, 1993,
were audited by other auditors whose report, dated November 30,
1993, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. 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 consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Florida Rock Industries, Inc. and its subsidiary
companies at September 30, 1994, and the results of their
operations and their cash flows for the year then ended in
conformity with generally accepted accounting principles.
As discussed in Note 8 to the consolidated financial statements,
in 1993 the Company changed its method of accounting for
postretirement benefits other than pensions.
Deloitte & Touche LLP
Jacksonville, Florida
December 1, 1994
<PAGE>
DIRECTORS AND OFFICERS
DIRECTORS
Thompson S. Baker (1)
Chairman Emeritus of the Company
Edward L. Baker (1)
Chairman of the Board and Chief Executive Officer of the Company
John D. Baker II (1)
President of the Company
Thompson S. Baker II
Vice President of the Company
Alvin R. (Pete) Carpenter
President and Chief Executive Officer of CSX Transportation, Inc.
Charles H. Denny III
Investments
AIbert D. Ernest, Jr. (2) (3)
President of Albert Ernest Enterprises
Luke E. Fichthorn III (2)
Private Investment Banker, Twain Associates and Chairman of the
Board and Chief Executive Officer of Bairnco Corporation
Frank M. Hubbard (2) (3)
Chairman of the Board of A. Friends' Foundation Trust
Francis X. Knott
Chief Executive Officer of Partners Management Company
Henry J. Knott
President of Severn River Construction Co.
Radford D. Lovett (2) (3)
Chairman of the Board of Commodores Point Terminal Corp.
W. Thomas Rice (2) (3)
Chairman Emeritus of Seaboard Coast Line Industries, Inc.
C. J. Shepherdson
Vice President of the Company
(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
OFFICERS
Edward L. Baker
Chairman of the Board and Chief Executive Officer
John D. Baker II
President
H. B. Horner
Executive Vice President
C. J. Shepherdson
Vice President
Chairman, Northern Concrete Group
Donald L. Bloebaum
Vice President
President, Aggregates Group
S. Robert Hays
Vice President
President, Florida Concrete Group
Thompson S. Baker II
Vice President
President, The Arundel Corporation
Clarron E. Render, Jr.
Vice President
President, Northern Concrete Group
Robert C. Peace
Vice President
Executive Vice President, Aggregates Group
Ruggles B. Carlson
Vice President and Treasurer
Finance
Dennis D. Frick
Secretary
Corporate Counsel
Wallace A. Patzke, Jr.
Controller
John W. Green
Assistant Secretary
Director of Corporate Credit
Florida Rock Industries, Inc.
General Office: 155 East 21st Street
Jacksonville, Florida 32206
Telephone: (904) 355-1781
Annual Meeting
Shareholders are cordially invited to attend the Annual
Stockholders Meeting which will be held at 9 a.m. local time, on
Wednesday, February 1, 1995, at the general offices of the
Company, 155 East 21st Street, Jacksonville, Florida.
Transfer Agent
First Union National Bank of North Carolina
230 South Tryon Street, 10th Floor
Charlotte, NC 28288-1154
Telephone: 1-800-829-8432
General Counsel
Ulmer, Murchison, Ashby & Taylor
Jacksonville, Florida
Independent Auditors
Deloitte & Touche LLP
Jacksonville, Florida
Common Stock Listed
American Stock Exchange (symbol: FRK)
Form 10-K
Stockholders may receive without charge a copy of Florida Rock
Industries, Inc.'s annual report to the Securities and Exchange
Commission on Form 10-K by writing to the Treasurer at P.O. Box
4667, Jacksonville, Florida 32201.
Exhibit (3)(ii)(b)
OFFICER'S CERTIFICATE
The undersigned, Dennis D. Frick, Secretary of Florida Rock
Industries, Inc. (the "Company"), hereby certifies that the
following resolution amending the Company bylaws was adopted by the
Board of Directors of the Company on October 5, 1994 and that such
resolution has not been amended and is in full force and effect
this 6th day of October, 1994.
RESOLVED, that the Bylaws of Florida Rock Industries, Inc. be
amended by adding a new Section 11 at the end of ARTICLE II, to
read as follows:
"Section 11. Control Share Law Not Applicable. The
provisions of Section 607.0902, Florida Statutes, 1993,
as they may be amended, shall not apply to control-share
acquisitions of shares of this corporation."
IN WITNESS WHEREOF, I have hereunto set my and this 6th day of
October, 1994.
DENNIS D. FRICK
Dennis D. Frick
Secretary
(Corporate Seal)
Exhibit (4)(d)
SECOND AMENDMENT DATED AS OF JUNE 30, 1994
TO THE
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
DATED AS OF DECEMBER 5, 1990
AS AMENDED BY
THE FIRST AMENDMENT DATED AS OF SEPTEMBER 30, 1992
- - - - -
THIS SECOND AMENDMENT DATED AS OF JUNE 30, 1994 TO THE AMENDED
AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF
DECEMBER 5, 1990 (the "Agreement") is entered into among FLORIDA
ROCK INDUSTRIES, INC., a Florida corporation (the "Company"),
CONTINENTAL BANK N.A. (formerly known as Continental Illinois
National Bank and Trust Company of Chicago), a national banking
association having its principal office at 231 South LaSalle
Street, Chicago, Illinois 60697 (in its individual capacity,
"Continental"), as agent (in such capacity, the "Agent"), BARNETT
BANK OF JACKSONVILLE, N.A. ("Barnett"), SUN BANK, NATIONAL
ASSOCIATION ("SBNA"), CRESTAR BANK ("Crestar"), FIRST UNION
NATIONAL BANK OF FLORIDA ("FUNB"), THE FIRST NATIONAL BANK OF
MARYLAND ("FNBM"). Continental, Barnett, SBNA, Crestar, FUNB and
FNBM are hereinafter collectively referred to as the "Banks" and
individually as a "Bank".
Recitals:
The Company (as defined in the Agreement, capitalized terms
not otherwise defined herein having the meanings assigned in the
Agreement) has requested that the Banks modify the Agreement as set
forth herein.
Therefore, in consideration of any loan or advance or grant of
credit heretofore or hereafter made to the Company by the Banks,
and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree that
the Agreement is hereby amended as follows:
1. Schedule I, as referred to in paragraph 2.1(a)(ii) and
attached to the Agreement, is amended in its entirety in the form
of Schedule I attached to this Agreement.
2. In the definitions, "Conversion Date" is changed from
"July 1, 1994" to "June 30, 1997".
3. Section 2.6 is amended to read as follows:
"2.6 Notes Evidencing Term Loans. The Term Loans
shall be evidenced by the Term Notes, each of which shall
be dated the Conversion Date, made payable to the order
of the Bank making the Term Loan and shall be payable in
consecutive quarterly installments of principal each
equal to five percent (5%) of the original principal
amount of such Term Loan on the last day of September,
December, March and June, commencing September 30, 1997,
and a final payment of the unpaid principal amount of
such Term Loan payable on June 30, 2000."
4. In Section 3.1(b), the phrase "five-eighths of one
percent (5/8%)" is changed to "one-half of one percent (1/2%)".
5. In Section 3.1(c), the phrase "three-quarters of one
percent (3/4%)" is changed to "five-eighths of one percent (5/8%)".
6. In Section 3.2(a), the phrase "one-eighth of one percent
(1/8%)" is changed to "three-eighths of one percent (3/8%)".
7. In Section 3.2(b), the phrase "three-quarters of one
percent (3/4%)" is changed to "seven-eighths of one percent
(7/8%)".
8. In Section 3.2(c), the phrase "seventh-eighths of one
percent (7/8%)" is changed to "one percent (1%)".
9. A new Section 3.5 is added to read as follows:
"3.5 Administrative Fee. The Company shall pay in
immediately available funds to the Agent, for the account
of the Agent, an administrative fee of Fifteen Thousand
Dollars ($15,000.00) on the date hereof and annually on
the anniversary date hereof until payment in full of the
Loans."
10. Section 8.5 is amended to read as follows:
"8.5 Restricted Payments.
"(a) Declare or pay any dividends on its capital
stock (other than dividends payable solely in shares of
its own common stock) or make any other distribution with
respect thereto (whether by reduction of capital or
otherwise); or (b) redeem, retire, purchase or otherwise
acquire, directly or indirectly for value or set apart
any sum for the redemption, retirement, purchase or other
acquisition of, directly or indirectly, any share of the
capital stock of the Company or any warrant, option or
other rights with respect to any shares of the capital
stock (now or hereafter outstanding) of the Company,
except that:
"(i) the Company may declare and pay
dividends and make other distributions in
respect to its capital stock or in respect to
the redemption, retirement, purchase or other
acquisition of its capital stock (or any
warrant, option or other rights with respect
to any shares of the capital stock (now or
hereafter outstanding) of the Company) in an
aggregate amount not in excess of 66-2/3% of
net income earned subsequent to September 30,
1993, plus $25,000,000.00 plus the proceeds
from the sale of capital stock (or any
warrant, option or other rights with respect
to any shares of the capital stock (now or
hereafter outstanding) of the Company)
subsequent to September 30, 1993, or make any
deposit for any of the foregoing purposes; and
"(ii) any Subsidiary may declare and pay cash
dividends to the Company or to such
Subsidiary's immediate parent, or make any
deposit for any of the foregoing purposes; and
make any other distribution to the Company or
to such Subsidiary's immediate parent, or make
any deposit for any of the foregoing
purposes."
11. The Company hereby represents and warrants to each of the
Banks that there is no existing Event of Default, or event, which
with the lapse of time or the giving of notice, or both, could
become an Event of Default, under the Agreement.
12. This Amendment shall become effective as of June 30,
1994.
13. As modified herein, all provisions of the Agreement shall
remain in full force and effect.<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed by their duly authorized officers,
all as of the day and year first above written.
FLORIDA ROCK INDUSTRIES, INC.
By:/S/ RUGGLES B. CARLSON
Title: Ruggles B. Carlson,
Vice President and Treasurer
Address:
Post Office Box 4667
Jacksonville, Florida 32201
Attention: Vice President - Finance
Telecopy No.: 904/355-0817
Telephone No.: 904/355-1781
CONTINENTAL BANK N.A.
By:________________________________
Title: Vice President
Address:
520 Madison Avenue
New York, New York 10022
Attention: Robert P. McKillip
Telecopy No. 212/688-2905
Telephone No.: 212/605-2984
With a copy to:
231 South LaSalle Street
Chicago, Illinois 60697
Attention: Ruth Gross
Telephone No. 312/828-5104
BARNETT BANK OF JACKSONVILLE, N.A.
By: /S/ KATHLEEN M. EMERY
Title: Vice President
Address:
24th Floor, Barnett Tower
50 North Laura Street
Jacksonville, Florida 32202
Attention: Kathleen E. Emery
Telecopy No. 904/791-5645
Telephone No. 904/791-7734
SUN BANK, NATIONAL ASSOCIATION
By: __________________________
Title: Vice President
Address:
200 South Orange Avenue
Orlando, Florida 32897
Attention: Edward E. Wooten, Jr.
Telecopy No. 407/237-5398
Telephone No. 407/237-6788
CRESTAR BANK
By:________________________________
Title: Senior Vice President
Address:
1445 New York Avenue N. W.
5th Floor
Washington, D. C. 20005
Attention: Michael Hart
Telecopy No. 202/879-6137
Telephone No. 202/879-6432
FIRST UNION NATIONAL BANK OF FLORIDA
By:________________________________
Title: Vice President
Address:
225 Water Street
Jacksonville, Florida 32202
Attention: Charles N. Kauffman
Telecopy No.: 904/361-3526
Telephone No. 904/361-3662<PAGE>
FIRST NATIONAL BANK OF MARYLAND
By:________________________________
Title: Vice President
Address:
25 South Charles Street
18th Floor
Baltimore, Maryland 21201
Attention: Shannon W. Perry
Telecopy No. 410/244-4294
Telephone No. 410/244-4206
<PAGE>
SCHEDULE I
Total
Bank Available Unavailable Commitments
Continental Bank N.A. 2,328,333 $13,546,667 $15,875,000
Barnett Bank of
Jacksonville, N.A. 2,328,333 13,546,667 15,875,000
Sun Bank, National
Association 2,328,333 13,546,667 15,875,000
First Union National
Bank of Florida 2,328,333 13,546,667 15,875,000
Crestar Bank 1,100,000 6,400,000 7,500,000
First National Bank
of Maryland 586,667 3,413,333 4,000,000
TOTALS $11,000,000 $64,000,000 $75,000,000
<PAGE>
Exhibit (10)(o)
SPLIT DOLLAR INSURANCE AGREEMENT
THIS AGREEMENT, made this 24th day of January 1994 by and
between FLORIDA ROCK INDUSTRIES, INC. (the "Employer"), and EDWARD
L'ENGLE BAKER, ("Trustee"), Trustee of the Irrevocable Trust Under
Agreement Between JOHN D. BAKER, II, Grantor, and EDWARD L'ENGLE
BAKER, Trustee, dated September 7, 1993 ("Trust").
WITNESSETH:
WHEREAS, the Employer desires to help selected key Employees
provide life insurance protection for beneficiaries; and
WHEREAS, the Employer and the Trust desire to enter into this
Split Dollar Insurance Agreement ("Agreement") to set forth the
terms and conditions under which the Trust will acquire and the
parties will maintain a life insurance policy on the life of the
Employee;
NOW, THEREFORE, in consideration of the premises and the
mutual promises contained herein, and intending to be legally bound
hereby, the Employer and the Trustee agree as follows:
1. Application for Insurance; Ownership of the Policy. The
Trustee shall apply to American Heritage Life Insurance Company
(the "Insurer") for issuance of a life insurance policy (the
"Policy") insuring the life of both John D. Baker, II, (the
"Employee") and Anne D. Baker, the Employee's spouse ("Spouse"),
and in such amount as determined by the Employer. When the Policy
is issued, the policy number, initial face amount and death benefit
option shall be recorded on Schedule A attached hereto. The Trust
shall be the sole owner of the Policy and, subject to this
Agreement and the Collateral Assignment, the Trustee may exercise
all ownership rights which the Policy grants to the policy owner.
Except as otherwise provided in Section 2(c) of this Agreement,
policy interest credited shall be applied to policy cash value.
Notwithstanding anything herein to the contrary, the Employer's
obligations under this Agreement are expressly conditioned on
issuance of the Policy upon such underwriting classification and
premium amount as are acceptable to the Employer in the exercise of
its sole and absolute discretion.
2. Payment of Premiums.
(a) Subject to Section (c) below, the Employer and the
Trustee shall each pay a portion of each premium due on the Policy
as hereinafter set forth. Each premium on the Policy shall be paid
by the Employer as it becomes due. Following each premium payment
by the Employer, the Trustee shall reimburse the Employer for a
portion of the premium paid by the Employer. The amount of the
reimbursement shall equal the value of the economic benefit
attributable to the life insurance protection provided to the Trust
under this Agreement. The value of the economic benefit shall be
calculated by using the lower of the P.S. 58 rates or the Insurer's
term rates multiplied by the Policy's total death benefit minus the
cumulative amount of premiums on the Policy paid by the Employer
other than funds reimbursed to it by the Trustee.
(b) Notwithstanding the foregoing, during the term of this
Agreement the Employer shall pay a portion of the annual premium
for the number of years stated in Item 4 of Schedule A, commencing
with the premium for the initial policy year beginning January 24,
1994; provided, the Employer may agree to pay such additional
premiums as it and the Trustee may agree.
(c) If the Employer is not obligated to pay a portion of the
premium on the policy for any policy year during the term of this
Agreement, the Trustee shall pay such premium either in cash or by
the application of policy cash values, provided such application of
policy dividends or application of values does not reduce the
Employer's Policy Interest (as defined herein).
3. Collateral Assignment. To secure the Trustee's
reimbursement of the amount of premiums the Employer pays on the
Policy pursuant to this Agreement, the Trustee shall, promptly upon
issuance of the Policy, assign and deliver the Policy to the
Employer as collateral (the "Collateral Assignment"). Such
Collateral Assignment shall be in such form as the Employer
requires and shall grant to the Employer the limited rights in and
to the Policy specified therein. All rights in and to the Policy
not granted to the Employer by the Collateral Assignment or this
Agreement, including but not limited to the right to designate and
change the beneficiary of that portion of the Policy proceeds to
which the Trust is entitled hereunder, shall be retained by the
Trust. The Collateral Assignment is intended only to grant to the
Employer a security interest in the Policy and this security
interest shall not be interpreted in any way to include any
incidents of ownership, except as provided in this Agreement and/or
the Collateral Assignment. Such Collateral Assignment shall not be
canceled, altered or amended except as provided in this Agreement
by both parties. The Employer and the Trustee agree to take all
action necessary to cause such Collateral Assignment to conform to
the provisions of this Agreement.
4. Policy Interests.
(a) Employer's Policy Interest. Except to the extent
provided in Section 5 hereof, in the event of the surrender or
cancellation of the Policy, the Employer's interest in the Policy
is limited to its right to recover a portion of the cash surrender
value equal to the lesser of (i) the cumulative amount of premiums
on the Policy paid by the Employer other than funds reimbursed to
it by the Employee or (ii) the entire Policy cash value. Upon the
last of the Employee's and Spouse's deaths, the Employers interest
in the Policy's death benefit is an amount equal to the cumulative
amount of premiums on the Policy paid by the Employer other than
funds reimbursed to it by the Trustee. The Policy interests
described in this Section 4(a) shall be referred to as the
"Employer's Policy Interest."
(b) Trustee's Policy Interest. Except to the extent provided
in Section 5 hereof, in the event of the surrender or cancellation
of the Policy, the Trust's interest in the Policy shall be the
total Policy cash surrender value minus the Employer's Policy
Interest in such cash value. Upon the last of the Employee's or
Spouse's death, the Trust's interest in the Policy's death benefit
is the Policy's total death benefit reduced by the Employers Policy
Interest.
(c) Any payments made under the Policy to the Employer in
connection with the rights granted to the Employer pursuant to this
Agreement shall first be made from the Policy's cash surrender
value attributable to policy interest credited. The Trust shall
have no interest in the life insurance protection attributable to
policy interest credited except to the extent the death benefit or
cash value thereof exceeds the Employer's Policy Interest.
Notwithstanding any provision in this Agreement or the Collateral
Assignment to the contrary, neither the Employer nor the Trustee
shall have the right to obtain one or more policy loans without the
express written consent of the other party.
(d) The Trustee acknowledges that if the Employee and Spouse
die during the first two years after the policy issued under the
Agreement is in force, and the Employee or Spouse made any material
misrepresentation in the policy application that would have
resulted in a different classification or rating or in insurance
not being accepted, a claim for benefits under the policy may be
denied. The Trustee also acknowledges that if during the first two
years the policy issued under the Plan is in force, the Employee
and Spouse die as a result of suicide, Policy death benefits will
not be paid.
5. Termination of Agreement. This Agreement shall terminate
upon the happening of any of the following:
(a) The expiration of the number of Policy years stated in
Item 5, Schedule A as measured from the initial date of the Policy;
(b) Failure of the Trustee to either pay the Trust's share of
a premium or to reimburse the Employer for the Trust's share of a
premium pursuant to Section 2 hereof;
(c) Termination of the Employee's employment for cause. For
purposes hereof termination for cause shall mean the termination of
the Employee's employment with the Employer for any one or more of
the following reasons: (i) embezzlement or theft from the Employer,
or other acts of dishonesty or disloyalty injurious to the
Employer; (ii) use by the Employee of alcohol, drugs, narcotics, or
other controlled substances to such an extent that the Employee's
ability to perform his duties as an employee of the Employer is
materially impaired; (iii) disclosing without authorization
proprietary or confidential information of the Employer; (iv)
committing any act of gross negligence or gross malfeasance; or (v)
conviction of a crime amounting to a felony under the laws of the
United States of America or any of the several states. The
determination of whether or not there has been a termination for
cause shall be made by the Board of Directors of the Employer
provided that, if the terminated Employee is a member of the Board
of Directors, he shall not participate in the determination.
(d) If this Agreement terminates as provided above, the
Trustee shall have the right to pay to the Employer within sixty
(60) days following the date of such termination an amount equal to
the Employer's Policy Interest. Upon receipt of such amount, the
Employer shall promptly execute and deliver to the Trustee an
appropriate instrument releasing any and all rights of the Employer
under the Collateral Assignment so that all rights under the Policy
thereafter inure to the Trustee. If the Trust fails to timely repay
the Employer's Policy Interest as herein above provided, the
Employer shall refund to the Trustee any payment made by the
Trustee to the Employer or the Insurer for the unexpired portion of
the premium payment period in which the termination of the
Agreement occurred, and thereafter the Trustee promptly shall
execute any and all instruments required to vest sole ownership of
the Policy in the Employer. The Trust shall thereafter have no
further interest in the Policy and will be deemed to have satisfied
all of the Trust's obligations for the repayment of any and all of
the Employer's Policy Interest.
6. Change in Control. This Agreement shall not terminate
upon a Change in Control. A Change in Control shall occur upon the
happening of either of the following:
(a) A "Business Combination of Employer" as provided in
Article XIII of Employer's Articles of Incorporation;
(b) A "control-share acquisition" of Employer pursuant to
Section 607.0902, Florida Statutes, (1993), or any successor
provision thereto.
7. Assignment.
(a) The Trust may at any time transfer or assign the Trust's
interest in the Policy and his rights and obligations under this
Agreement to a third party or parties. Upon any such transfer, all
of the Trustee's interest in the Policy and rights and obligations
under this Agreement and the Collateral Assignment shall be vested
in the transferee or transferees, who shall be substituted for the
Trustee as a party or parties hereto, and the Trustee shall have no
further interest in the Policy or rights under this Agreement.
(b) The Employer may assign its rights, interest and
obligations under this Agreement; provided, however, any such
assignment shall be subject to the terms of this Agreement; and
provided further, however, the Employer shall remain liable to
discharge its obligations under this Agreement.
8. ERISA. The following provisions are part of this
Agreement and are intended to meet the requirements of the Employee
Retirement Income Security Act of 1974. This Plan is a "welfare
plan" under ERISA. This Agreement (including the Schedules)
constitutes a plan description and a summary plan description under
ERISA.
(a) Plan Name: Executive Split Dollar Life Insurance Plan
(b) Plan Number: 505
(c) Plan Year: January 1 - December 31
(d) Employer: Florida Rock Industries, Inc., 155 East 21st
Street, Jacksonville, FL 32201 (904) 355-1781, Federal Tax ID #59-
0573002.
(e) Plan Administrator: Florida Rock Industries, Inc., 155
East 21st Street, Jacksonville, FL 32201 (904) 355-1781
(f) Agent for Service of Legal Process: Counsel for the
Corporation, Florida Rock Industries, Inc. (Service of process may
also be made on the Plan Administrator.)
(g) Eligibility Requirements: Employees designated by the
Employer's Board of Directors.
(h) Claims: For claims procedure purposes, the "Claims
Manager" shall be the Director of Human Resources of the Employer.
(i) If for any reason a claim for benefits under this
Agreement is denied by the Employer, the Claims Manager shall
deliver to the claimant a written explanation setting forth the
specific reasons for the denial, pertinent references to the
section of the Agreement on which the denial is based, such other
data as may be pertinent and information on the procedures to be
followed by the claimant in obtaining a review of his claim, all
written in a manner calculated to be understood by the claimant.
For this purpose:
(A) The claimant's claim shall be deemed filed when
presented orally or in writing to the Claims Manager.
(B) The Claims Manager's explanation shall be in
writing delivered to the claimant within ninety (90) days of the
date the claim is filed.
(ii) The claimant shall have sixty (60) days following
his receipt of the denial of the claim to file with the Claims
Manager a written request for review of the denial. For such
review, the claimant or his representative may submit pertinent
documents and written issues and comments.
(iii) The Claims Manager shall decide the issue on review
and furnish the claimant with a copy within sixty (60) days of
receipt of the claimant's request for review of his claim. The
decision on review shall be in writing and shall include specific
reasons for the decision written in a manner calculated to be
understood by the claimant, as well as specific references to the
pertinent provisions of the Agreement on which the decision is
based. If a copy of the decision is not so furnished to the
claimant within such sixty (60) days, the claim shall be deemed
denied on review.
(i) ERISA Rights: The Employee is entitled to certain rights
and protections under the Employee Retirement Income Security Act
of 1974 ("ERISA"). ERISA provides that all participants shall be
entitled to:
Examine, without charge, at the plan administrator's
office and at other specified locations, all plan
documents, including insurance contracts, and copies of
all documents filed by the plan with the U.S. Department
of Labor, such as detailed annual reports and plan
descriptions.
Obtain copies of all plan documents and other plan
information upon written request to the plan
administrator. The administrator may make a reasonable
charge for the copies.
In addition to creating rights for plan
participants, ERISA imposes duties upon the people who
are responsible for the operation of the employee benefit
plan. The people who operate your plan,
called"fiduciaries" of the plan, have a duty to do so
prudently and in the interest of you and other plan
participants and beneficiaries. No one, including your
employer or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from
obtaining a benefit or exercising your rights under
ERISA.
Under ERISA, there are steps you can take to enforce
the above rights. For instance, if you request materials
from the plan and do not receive them within 30 days, you
may file suit in a federal court. In such a case, the
court may require the plan administrator to provide the
materials and pay you up to $100 a day until you receive
the materials, unless the materials were not sent because
of reasons beyond the control of the administrator.
If it should happen that plan fiduciaries misuse the
plan's money, or if you are discriminated against for
asserting your rights, you may seek assistance from the
U.S. Department of Labor, or you may file suit in a
federal court. The court will decide who should pay court
costs and legal fees. If you are successful, the court
may order the person you have sued to pay those costs and
fees. If you lose, the court may order you to pay these
costs and fees, for example, if it finds your claim is
frivolous.
If you have any questions about your plan, you
should contact the plan administrator. If you have any
questions about this statement or about your rights under
ERISA, you should contact the nearest Area Office of the
U.S. Labor Management Services Administration, Department
of Labor.
9. Arbitration of Denied Claims. Any controversy or claim
arising out of or relating to a final decision, upon review
pursuant to the procedures set forth in Section 8 above, that
denies a claim for benefits under this Agreement shall be settled
by arbitration under three arbitrators in accordance with the
Commercial Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction
thereof. Any such arbitration shall be subject to the statute of
limitations that would apply if the claim on which the arbitration
is based were brought as a suit in a United States district court
under ERISA. The site of any such arbitration shall be
Jacksonville, Florida.
10. Entire Agreement; Amendment. This Agreement and the
Collateral Assignment and any written amendments thereto contain
all the terms and provisions of the parties' rights and obligations
relating to the subject hereof and shall constitute the entire
agreement of the parties, any other alleged terms or provisions
being of no effect. Neither this Agreement nor the Collateral
Assignment may be amended or modified except by a written
instrument signed by all parties hereto.
11. Liability of Insurer. The Insurer shall be bound only by
the provisions of and endorsements on the Policy, and any payments
made or action taken by it in accordance therewith shall fully
discharge it from all claims, suits and demands of all persons
whatsoever. The Insurer shall be entitled to rely exclusively on a
statement by the Employer as to the determination of the parties'
respective interests in the Policy. The Insurer shall in no way be
bound by or be deemed to have notice of the provisions of this
Agreement.
12. Liability of Employer. The benefits provided by the
Insurer shall be governed by the terms of the Policy. All such
benefits are provided solely by the Insurer and are subject to the
Insurer's ability to pay benefits. The Employer does not guarantee
the Insurer's payments under the Policy.
13. Binding Effect. This Agreement is binding upon and
inures to the benefit of the Employer and any successor or
transferee, the Trustee (and its successor trustees), and any
Policy beneficiary.
14. Merger or Consolidation. In the event of a merger or a
consolidation by Employer with another corporation, or the
acquisition of substantially all of the assets or outstanding stock
of the Employer by another corporation, then and in such event the
obligations and responsibilities of the Employer under this
Agreement shall be assumed by any such successor or acquiring
corporation, and all of the rights, privileges and benefits of the
Trustee under this Agreement shall continue.
15. No Employment Agreement. This Agreement is not an
employment agreement and nothing in this Agreement changes or in
any way affects the Employer's rights to terminate the Employee's
employment.
16. No Guarantee of Any Particular Tax Results. Neither the
Employer nor any of its agents, consultants or advisors guarantee
any particular income tax or transfer tax treatment of this
Agreement and the Policy. The Employee acknowledges that while the
Agreement is in effect the Employee is subject to income taxation
each year based on the value of the economic benefit attributable
to the life insurance protection provided under this Agreement.
Employee and Trustee further acknowledge that they have been
advised of the tax risks associated with Trustees accession to the
cash value of such policy and accept such risks. The Trustee also
acknowledges that although the Policy is designed not to be or
become a Modified Endowment Contract ("MEC") as defined in Section
7702A of the Internal Revenue Code of 1986, it may nevertheless be
or become a MEC. Under a MEC, cash withdrawals and Policy loans are
taxed to the extent there are earnings in the Policy, and may be
subject to an additional tax.
17. Trustee's Interest Is Exempt from Creditors (to the
Extent Permitted by Law). To the extent enforceable under
applicable law, neither the Trust's interest in the Policy and this
Agreement nor any part thereof is subject in any manner to (a) any
claims of any creditor of the Trustee, Employee or the Employer,
(b) the debts, contracts, liabilities or torts of the Trustee,
Employee or the Employer, or (c) voluntary or involuntary transfer
to, on behalf of or on account of any creditor of the Trustee,
Employee or the Employer. If any person or entity attempts to take
any action contrary to this Section and if this Section is
enforceable under applicable law, such action will have no effect,
and the Trustee, Employee and Employer will disregard the action,
will not in any manner be bound by it, and will not incur any
liability on account of it or the disregard of it.
18. Miscellaneous. Where appropriate in this Agreement,
words used in the singular shall include the plural, and words used
in masculine shall include the feminine or neuter. This Agreement
and all rights hereunder are governed by ERISA and, to the extent
that state law is applicable, the laws of the State of Florida
shall govern this Agreement.
IN WITNESS WHEREOF, the parties have executed this Plan
under seal as of the day and year first above written.
FLORIDA ROCK INDUSTRIES, INC.
By:/s/ H.B. Horner
Exec Vice-President
(CORPORATE SEAL)
Attest:/s/ Dennis D. Frick
______ Secretary
TRUSTEE
/s/ Edward L'Engle Baker(SEAL)
Edward L'Engle Baker
<PAGE>
Schedule A
Insureds - John D. Baker, II and Anne D. Baker.
1. American Heritage Life Insurance Company Policy Number
0279707U.
2. Initial Face Amount $2,030,000.
3 Option 2, increasing death benefit.
4 Florida Rock Industries, Inc. shall pay a portion of the
annual premium for twenty (20) Policy years commencing with
the premium for the initial Policy year beginning January 24,
1994.
5 This Agreement shall terminate upon the expiration of twenty
(20) Policy years from the initial date of the Policy.
<PAGE>
ASSIGNMENT OF LIFE INSURANCE POLICY AS COLLATERAL
A. For Value Received the undersigned hereby assigns, transfers
and sets over to FLORIDA ROCK INDUSTRIES INC., Attention: Mr.
H.B. Horner, Florida Rock Industries, Inc., 155 East 21st
Street, Jacksonville, FL 32201 (904) 355-1781, its successors
and assigns (herein called the "Assignee") Policy No. 0279707U
issued by American Heritage Life Insurance company (herein
called the "Insurer") and any supplementary contracts issued
in connection therewith (said policy and contracts being
herein called the "Policy"), upon the lives of John D. Baker,
II and Anne D. Baker and all claims, options, privileges,
rights, title and interest therein and thereunder (except as
provided in Paragraph C hereof), subject to all terms and
conditions of the Policy and to all superior liens, if any,
that the Insurer may have against the Policy. The undersigned
by this instrument agrees and the Assignee by the acceptance
of this assignment agrees to the conditions and provisions
herein set forth.
B. It is expressly agreed that, without detracting from the
generality of the foregoing, the following specific rights are
included in this assignment and pass by virtue hereof:
(1) The sole right to collect from the Insurer the net
proceeds of the Policy when it becomes a claim by death
or maturity;
(2) The sole right to surrender the Policy and receive the
surrender value thereof at any time provided by the terms
of the Policy and at such other times as the Insurer may
allow;
(3) The sole right to obtain one or more loans or advances on
the Policy, either from the Insurer or, at any time, from
other persons, and to pledge or assign the Policy as
security for such loans or advances;
(4) The sole right to collect and receive all distributions
or shares of surplus, dividend deposits or additions to
the Policy now or hereafter made or apportioned thereto,
and to exercise any and all options contained in the
Policy with respect thereto; provided that unless and
until the Assignee shall notify the Insurer in writing to
the contrary, the distributions or shares of surplus,
dividend deposits and additions shall continue on the
plan in force at the time of this assignment; and
(5) The sole right to exercise all non-forfeiture rights
permitted by the terms of the Policy or allowed by the
Insurer and to receive all benefits and advantages
derived therefrom.
C. It is expressly agreed that the following specific rights, so
long as the Policy has not been surrendered, are reserved and
excluded from this assignment and do not pass by virtue
hereof;
(1) The right to collect from the Insurer any disability
benefit payable in cash that does not reduce the amount
of insurance;
(2) The right to designate and change the beneficiary;
(3) The right to elect any optional mode of settlement
permitted by the Policy or allowed by the Insurer; but
the reservation of these rights shall in no way impair
the right of the Assignee to surrender the Policy
completely with all its incidents or impair any other
right of the Assignee hereunder, and any designation or
change of beneficiary or election of a mode of settlement
shall be made subject to this assignment and to the
rights of the Assignee hereunder.
D. This assignment is made and the Policy is to be held as
collateral security for any and all liabilities (the
"Liabilities") of the undersigned to the Assignee pursuant to
the Split Dollar Insurance Agreement, dated January 24, 1994
between the Assignee and Edward L'Engle Baker, Trustee (the
"Split Dollar Agreement").
E. The Assignee covenants and agrees with the undersigned as
follows:
(1) That any balance of sums received hereunder from the
Insurer remaining after payment of the then existing
Liabilities, matured or unmatured, shall be paid by the
Assignee to the persons entitled thereto under the terms
of the Policy had this assignment not been executed;
(2) That the Assignee will not exercise any of the rights
assigned under Paragraphs B(2), B(3), B(4) or B(5) hereof
until there has been default in any of the Liabilities or
a failure to pay any premium when due, nor until twenty
days after the Assignee shall have mailed, by first-class
mail, to the undersigned at the address last supplied in
writing to the Assignee specifically referring to this
assignment, notice of intention to exercise such right;
and
(3) That the Assignee will upon request forward without
unreasonable delay to the Insurer the Policy for
endorsement of any designation or change of beneficiary
or any election of an optional mode of settlement.
F. The Insurer is hereby authorized to recognize the Assignee's
claims to rights hereunder without investigating the reason
for any action taken by the Assignee, or the validity or the
amount of the Liabilities or the existence of any default
therein, or otherwise, or the application to be made by the
Assignee of any amounts to be paid to the Assignee. The sole
signature of the Assignee shall be sufficient for the exercise
of any rights under the Policy assigned hereby and the sole
receipt of the Assignee for any sums received shall be a full
discharge and release therefor to the Insurer. Checks for all
or any part of the sums payable under the Policy and assigned
herein, shall be drawn to the exclusive order of the Assignee
if, when, and in such amounts as may be requested by the
Assignee.
G. Except as otherwise provided in the Split Dollar Agreement,
the Assignee shall be under no obligation to pay any premium,
or the principal of or interest on any loans or advances on
the Policy whether or not obtained by the Assignee, or any
other charges on the Policy, but any such amounts so paid by
the Assignee from its own funds (other than any such payment
for which the Assignee has been reimbursed) shall become a
part of the Liabilities hereby secured.
H. The exercise of any right, option, privilege or power given
herein to the assignee shall be at the option of the Assignee,
but (except as restricted by Paragraph E(2) hereof) the
Assignee may exercise any such right, option, privilege or
power without notice to, or assent by, or affecting the
liability of, or releasing any interest hereby assigned by the
undersigned, or any of them.
I. The Assignee may take or release other security, may release
any party primarily or secondarily liable for any of the
Liabilities, may grant extensions, renewals or indulgences
with respect to the Liabilities, or may apply to the
Liabilities in such order as the Assignee shall determine, the
proceeds of the Policy hereby assigned or any amount received
on account of the Policy by the exercise of any right
permitted under this assignment, without resorting or regard
to other security.
J. In the event of any conflict between the provisions of this
assignment and provision of the Split Dollar Agreement, with
respect to the Policy or rights of collateral security
therein, the provisions of this assignment shall prevail.
K. The undersigned declares that no proceedings in bankruptcy are
pending against him and that his property is not subject to
any assignment for the benefit of creditors.
Signed and sealed this 24th day of January, 1994.
/s/ Dennis D. Frick /s/ Edward L. Baker (Seal)
Witness Owner
3818 Bettes Circle, Jacksonville, FL 32210
Address
* * * *
RECEIPT BY INSURER
Exhibit (10)(p)
SPLIT DOLLAR INSURANCE AGREEMENT
THIS AGREEMENT, made this 24th day of January, 1994 by and
between FLORIDA ROCK INDUSTRIES, INC. (the "Employer"), and JOHN D.
BAKER, II, ("Trustee"), Trustee of the Irrevocable Trust Under
Agreement Between EDWARD L'ENGLE BAKER, Grantor, and JOHN D. BAKER,
II, Trustee, dated September 7, 1993 ("Trust").
WITNESSETH:
WHEREAS, the Employer desires to help selected key Employees
provide life insurance protection for beneficiaries; and
WHEREAS, the Employer and the Trust desire to enter into this
Split Dollar Insurance Agreement ("Agreement") to set forth the
terms and conditions under which the Trust will acquire and the
parties will maintain a life insurance policy on the life of the
Employee's spouse;
NOW, THEREFORE, in consideration of the premises and the
mutual promises contained herein, and intending to be legally bound
hereby, the Employer and the Trustee agree as follows:
1. Application for Insurance; Ownership of the Policy. The
Trustee shall apply to American Heritage Life Insurance Company
(the "Insurer") for issuance of a life Insurance policy (the
"Policy") insuring the life of Ann M. Baker, the Employee's spouse
("Spouse") and in such amount as determined by the Employer. When
the Policy is issued, the policy number, initial face amount and
death benefit option shall be recorded on Schedule A attached
hereto. The Trust shall be the sole owner of the Policy and,
subject to this Agreement and the Collateral Assignment, the
Trustee may exercise all ownership rights which the Policy grants
to the policy owner. Except as otherwise provided in Section 2(c)
of this Agreement, policy interest credited shall be applied to
policy cash value. Notwithstanding anything herein to the contrary,
the Employer's obligations under this Agreement are expressly
conditioned on issuance of the Policy upon such underwriting
classification and premium amount as are acceptable to the Employer
in the exercise of its sole and absolute discretion.
2. Payment of Premiums.
(a) Subject to Section (c) below, the Employer and the
Trustee shall each pay a portion of each premium due on the Policy
as hereinafter set forth. Each premium on the Policy shall be paid
by the Employer as it becomes due. Following each premium payment
by the Employer, the Trustee shall reimburse the Employer for a
portion of the premium paid by the Employer. The amount of the
reimbursement shall equal the value of the economic benefit
attributable to the life insurance protection provided to the Trust
under this Agreement. The value of the economic benefit shall be
calculated by using the lower of the P.S. 58 rates or the Insurer's
term rates multiplied by the Policy's total death benefit minus the
cumulative amount of premiums on the Policy paid by the Employer
other than funds reimbursed to it by the Trustee.
(b) Notwithstanding the foregoing, during the term of this
Agreement the Employer shall pay a portion of the annual premium
for the number of years stated in Item 4 of Schedule A, commencing
with the premium for the initial policy year beginning January 24,
1994, provided, the Employer may agree to pay such additional
premiums as it and the Trustee may agree.
(c) If the Employer is not obligated to pay a portion of the
premium on the policy for any policy year during the term of this
Agreement, the Trustee shall pay such premium either in cash or by
the application of policy cash values, provided such application of
policy dividends or application of values does not reduce the
Employer's Policy Interest (as defined herein).
3. Collateral Assignment. To secure the Trustee's
reimbursement of the amount of premiums the Employer pays on the
Policy pursuant to this Agreement, the Trustee shall, promptly upon
issuance of the Policy, assign and deliver the Policy to the
Employer as collateral (the "Collateral Assignment"). Such
Collateral Assignment shall be in such form as the Employer
requires and shall grant to the Employer the limited rights in and
to the Policy specified therein. All rights in and to the Policy
not granted to the Employer by the Collateral Assignment or this
Agreement, including but not limited to the right to designate and
change the beneficiary of that portion of the Policy proceeds to
which the Trust is entitled hereunder, shall be retained by the
Trust. The Collateral Assignment is intended only to grant to the
Employer a security interest in the Policy and this security
interest shall not be interpreted in any way to include any
incidents of ownership, except as provided in this Agreement and/or
the Collateral Assignment. Such Collateral Assignment shall not be
canceled, altered or amended except as provided in this Agreement
by both parties. The Employer and the Trustee agree to take all
action necessary to cause such Collateral Assignment to conform to
the provisions of this Agreement.
4. Policy Interests.
(a) Employer's Policy Interest. Except to the extent
provided in Section 5 hereof, in the event of the surrender or
cancellation of the Policy, the Employer's interest in the Policy
is limited to its right to recover a portion of the cash surrender
value equal to the lesser of (i) the cumulative amount of premiums
on the Policy paid by the Employer other than funds reimbursed to
it by the Employee or (ii) the entire Policy cash value. Upon the
Spouse's death, the Employer's interest in the Policy's death
benefit is an amount equal to the cumulative amount of premiums on
the Policy paid by the Employer other than funds reimbursed to it
by the Trustee. The Policy interests described in this Section 4(a)
shall be referred to as the "Employer's Policy Interest."
(b) Trustee's Policy Interest. Except to the extent provided
in Section 5 hereof, in the event of the surrender or cancellation
of the Policy, the Trust's interest in the Policy shall be the
total Policy cash surrender value minus the Employer's Policy
Interest in such cash value. Upon the Spouse's death, the Trust's
interest in the Policy's death benefit is the Policy's total death
benefit reduced by the Employer's Policy Interest.
(c) Any payments made under the Policy to the Employer in
connection with the rights granted to the Employer pursuant to this
Agreement shall first be made from the Policy's cash surrender
value attributable to policy interest credited. The Trust shall
have no interest in the life insurance protection attributable to
policy interest credited except to the extent the death benefit or
cash value thereof exceeds the Employer's Policy Interest.
Notwithstanding any provision in this Agreement or the Collateral
Assignment to the contrary, neither the Employer nor the Trustee
shall have the right to obtain one or more policy loans without the
express written consent of the other party.
(d) The Trustee acknowledges that if the Spouse dies during
the first two years after the policy issued under the Agreement is
in force, and the Spouse made any material misrepresentation in the
policy application that would have resulted in a different
classification or rating or in insurance not being accepted, a
claim for benefits under the policy may be denied. The Trustee also
acknowledges that if, during the first two years the policy issued
under the Plan is in force, the Spouse dies as a result of suicide,
Policy death benefits will not be paid.
5. Termination of Agreement. This Agreement shall terminate
upon the happening of any of the following:
(a) The expiration of the number of Policy years stated in
Item 5, Schedule A as measured from the initial date of the Policy;
(b) Failure of the Trustee to either pay the Trust's share of
a premium or to reimburse the Employer for the Trust's share of a
premium pursuant to Section 2 hereof;
(c) Termination of the Employee's employment for cause. For
purposes hereof, termination for cause shall mean the termination
of the Employee's employment with the Employer for any one or more
of the following reasons: (i) embezzlement or theft from the
Employer, or other acts of dishonesty or disloyalty injurious to
the Employer; (ii) use by the Employee of alcohol, drugs,
narcotics, or other controlled substances to such an extent that
the Employee's ability to perform his duties as an employee of the
Employer is materially impaired; (iii) disclosing without
authorization proprietary or confidential information of the
Employer; (iv) committing any act of gross negligence or gross
malfeasance; or (v) conviction of a crime amounting to a felony
under the laws of the United States of America or any of the
several states. The determination of whether or not there has been
a termination for cause shall be made by the Board of Directors of
the Employer provided that, if the terminated Employee is a member
of the Board of Directors, he shall not participate in the
determination.
(d) If this Agreement terminates as provided above, the
Trustee shall have the right to pay to the Employer within sixty
(60) days following the date of such termination an amount equal to
the Employer's Policy Interest. Upon receipt of such amount, the
Employer shall promptly execute and deliver to the Trustee an
appropriate instrument releasing any and all rights of the Employer
under the Collateral Assignment so that all rights under the Policy
thereafter inure to the Trustee. If the Trust fails to timely repay
the Employer's Policy Interest as herein above provided, the
Employer shall refund to the Trustee any payment made by the
Trustee to the Employer or the Insurer for the unexpired portion of
the premium payment period in which the termination of the
Agreement occurred, and thereafter the Trustee promptly shall
execute any and all instruments required to vest sole ownership of
the Policy in the Employer. The Trust shall thereafter have no
further interest in the Policy and will be deemed to have satisfied
all of the Trust's obligations for the repayment of any and all of
the Employer's Policy Interest.
6. Change in Control. This Agreement shall not terminate
upon a Change in Control. A Change in Control shall occur upon the
happening of either of the following:
(a) Should a "Business Combination of Employer" occur as
provided in Article XIII of Employer's Articles of Incorporation;
(b) Should a control-share acquisition of Employer occur
pursuant to Section 607.0902, Florida Statutes, as the same exists
on the date hereof.
7. Assignment.
(a) The Trust may at any time transfer or assign the Trust's
interest in the Policy and his rights and obligations under this
Agreement to a third party or parties. Upon any such transfer, all
of the Trustee's interest in the Policy and rights and obligations
under this Agreement and the Collateral Assignment shall be vested
in the transferee or transferees, who shall be substituted for the
Trustee as a party or parties hereto, and the Trustee shall have no
further interest in the Policy or rights under this Agreement.
(b) The Employer may assign its rights, interest and
obligations under this Agreement; provided, however, any such
assignment shall be subject to the terms of this Agreement; and
provided further, however, the Employer shall remain liable to
discharge its obligations under this Agreement.
8. ERISA. The following provisions are part of this
Agreement and are intended to meet the requirements of the Employee
Retirement Income Security Act of 1974. This Plan is a "welfare
plan" under ERISA. This Agreement (including the Schedules)
constitutes a plan description and a summary plan description under
ERISA.
(a) Plan Name: Executive Split Dollar Life Insurance Plan
(b) Plan Number: 505
(c) Plan Year: January 1 - December 31
(d) Employer: Florida Rock Industries, Inc., 155 East 21st
Street, Jacksonville, FL 32201 (904) 355-1781, Federal Tax ID 59-
0573002
(e) Plan Administrator: Florida Rock Industries, Inc., 155
East 21st Street, Jacksonville, FL 32201 (904) 355-1781
(f) Agent for Service of Legal Process: Counsel for the
Corporation, Florida Rock Industries, Inc. (Service of process may
also be made on the Plan Administrator.)
(g) Eligibility Requirements: Employees designated by the
Employer's Board of Directors.
(h) Claims: For claims procedure purposes, the "Claims
Manager" shall be the Director of Human Resources of the Employer.
(i) If for any reason a claim for benefits under this
Agreement is denied by the Employer, the Claims Manager shall
deliver to the claimant a written explanation setting forth the
specific reasons for the denial, pertinent references to the
section of the Agreement on which the denial is based, such other
data as may be pertinent and information on the procedures to be
followed by the claimant in obtaining a review of his claim, all
written in a manner calculated to be understood by the claimant.
For this purpose:
(A) The claimant's claim shall be deemed filed when
presented orally or in writing to the Claims Manager.
(B) The Claims Manager's explanation shall be in
writing delivered to the claimant within ninety (90) days of the
date the claim is filed.
(ii) The claimant shall have sixty (60) days following
his receipt of the denial of the claim to file with the Claims
Manager a written request for review of the denial. For such
review, the claimant or his representative may submit pertinent
documents and written issues and comments.
(iii) The Claims Manager shall decide the issue on review
and furnish the claimant with a copy within sixty (60) days of
receipt of the claimant's request for review of his claim. The
decision on review shall be in writing and shall include specific
reasons for the decision written in a manner calculated to be
understood by the claimant, as well as specific references to the
pertinent provisions of the Agreement on which the decision is
based. If a copy of the decision is not so furnished to the
claimant within such sixty (60) days, the claim shall be deemed
denied on review.
(i) ERISA Rights: The Employee is entitled to certain rights
and protections under the Employee Retirement Income Security Act
of 1974 ("ERISA"). ERISA provides that all participants shall be
entitled to:
Examine, without charge, at the plan administrator's
office and at other specified locations, all plan
documents, including insurance contracts, and copies of
all documents filed by the plan with the U.S. Department
of Labor, such as detailed annual reports and plan
descriptions.
Obtain copies of all plan documents and other plan
information upon written request to the plan
administrator. The administrator may make a reasonable
charge for the copies.
In addition to creating rights for plan
participants, ERISA imposes duties upon the people who
are responsible for the operation of the employee benefit
plan. The people who operate your plan, called
"fiduciaries" of the plan, have a duty to do so prudently
and in the interest of you and other plan participants
and beneficiaries. No one, including your employer or any
other person, may fire you or otherwise discriminate
against you in any way to prevent you from obtaining a
benefit or exercising your rights under ERISA.
Under ERISA, there are steps you can take to enforce
the above rights. For instance, if you request materials
from the plan and do not receive them within 30 days, you
may file suit in a federal court. In such a case, the
court may require the plan administrator to provide the
materials and pay you up to $100 a day until you receive
the materials, unless the materials were not sent because
of reasons beyond the control of the administrator.
If it should happen that plan fiduciaries misuse the
plan's money, or if you are discriminated against for
asserting your rights, you may seek assistance from the
U.S. Department of Labor, or you may file suit in a
federal court. The court will decide who should pay court
costs and legal fees. If you are successful, the court
may order the person you have sued to pay those costs and
fees. If you lose, the court may order you to pay these
costs and fees, for example, if it finds your claim is
frivolous.
If you have any questions about your plan, you
should contact the plan administrator. If you have any
questions about this statement or about your rights under
ERISA, you should contact the nearest Area Office of the
U.S. Labor Management Services Administration, Department
of Labor.
9. Arbitration of Denied Claims. Any controversy or claim
arising out of or relating to a final decision, upon review
pursuant to the procedures set forth in Section 78 above, that
denies a claim for benefits under this Agreement shall be settled
by arbitration under three arbitrators in accordance with the
Commercial Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction
thereof. Any such arbitration shall be subject to the statute of
limitations that would apply if the claim on which the arbitration
is based were brought as a suit in a United States district court
under ERISA. The site of any such arbitration shall be
Jacksonville, Florida.
10. Entire Agreement; Amendment. This Agreement and the
Collateral Assignment and any written amendments thereto contain
all the terms and provisions of the parties' rights and obligations
relating to the subject hereof and shall constitute the entire
agreement of the parties, any other alleged terms or provisions
being of no effect. Neither this Agreement nor the Collateral
Assignment may be amended or modified except by a written
instrument signed by all parties hereto.
11. Liability of Insurer. The Insurer shall be bound only by
the provisions of and endorsements on the policy, and any payments
made or action taken by it in accordance therewith shall fully
discharge it from all claims, suits and demands of all persons
whatsoever. The Insurer shall be entitled to rely exclusively on a
statement by the employer as to the determination of the parties'
respective interests in the policy. The Insurer shall in no way be
bound by or be deemed to have notice of the provisions of this
Agreement.
12. Liability of Employer. The benefits provided by the
Insurer shall be governed by the terms of the policy. All such
benefits are provided solely by the Insurer and are subject to the
Insurer's ability to pay benefits. The Employer does not guarantee
the Insurer's payments under the policy.
13. Binding Effect. This Agreement is binding upon and
inures to the benefit of the Employer and any successor or
transferee, the Trustee (and its successor trustees), and any
Policy beneficiary.
14. Merger or Consolidation. In the event of a merger or a
consolidation by Employer with another corporation, or the
acquisition of substantially all of the assets or outstanding stock
of the Employer by another corporation, then and in such event the
obligations and responsibilities of the Employer under this
Agreement shall be assumed by any such successor or acquiring
corporation, and all of the rights, privileges and benefits of the
Trustee under this Agreement shall continue.
15. No Employment Agreement. This Agreement is not an
employment agreement and nothing in this Agreement changes or in
any way affects the Employer's rights to terminate the Employee's
employment.
16. No Guarantee of Any Particular Tab Results. Neither the
Employer nor any of its agents, consultants or advisors guarantee
any particular income tax or transfer tax treatment of this
Agreement and the Policy. The Employee acknowledges that while the
Agreement is in effect the Employee is subject to income taxation
each year based on the value of the economic benefit attributable
to the life insurance protection provided under this Agreement.
Employee and Trustee further acknowledge that they have been
advised of the tax risks associated with Trustee's accession to the
cash value of such policy and accept such risks. The Trustee also
acknowledges that although the Policy is designed not to be or
become a Modified Endowment Contract ("MEC") as defined in Section
7702A of the Internal Revenue Code of 1986, it may nevertheless be
or become a MEC. Under a MEC, cash withdrawals and policy loans are
taxed to the extent there are earnings in the policy, and may be
subject to an additional tax.
17. Trustee's Interest Exempt from Creditors (to the Extent
permitted by Law). To the extent enforceable under applicable law,
neither the Trust's interest in the policy and this Agreement nor
any part thereof is subject in any manner to (a) any claims of any
creditor of the Trustee, Employee or the Employer, (b) the debts,
contracts, liabilities or torts of the Trustee, Employee or the
Employer, or (c) voluntary or involuntary transfer to, on behalf
of, or on account of any creditor of the Trustee, Employee or the
Employer. If any person or entity attempts to take any action
contrary to this Section and if this Section is enforceable under
applicable law, such action will have no effect, and the Trustee,
Employee and Employer will disregard the action, will not in any
manner be bound by it, and will not incur any liability on account
of it or the disregard of it.
18. Miscellaneous. Where appropriate in this Agreement,
words used in the singular shall include the plural, and words used
in masculine shall include the feminine or neuter. This Agreement
and all rights hereunder are governed by ERISA and, to the extent
that state law is applicable, the laws of the State of Florida
shall govern this Agreement.
IN WITNESS WHEREOF, the parties have executed this plan under
seal as of the day and year first above written.
FLORIDA ROCK INDUSTRIES, INC.
By: /s/ H. B. Horner
Exec Vice-President
(CORPORATE SEAL)
Attest: /s/ Dennis D. Frick
______ Secretary
TRUSTEE
/s/ John D. Baker, II (SEAL)
John D. Baker, II
<PAGE>
Schedule A
Insured - Ann M. Baker
1. American Heritage Life Insurance Company - Policy Number
0296103U.
2. Initial Face Amount $1,242,644.
3. Option 2, increasing death benefit.
4. Florida Rock Industries, Inc. shall pay a portion of the
annual premium for twenty (20) Policy years commencing with
the premium for the initial Policy year beginning January 24,
1994.
5. This Agreement shall terminate upon the expiration of twenty
(20) Policy years from the initial date of the Policy.
<PAGE>
ASSIGNMENT OF LIFE INSURANCE POLICY AS COLLATERAL
A. For Value Received the undersigned hereby assigns, transfers
and sets over to FLORIDA ROCK INDUSTRIES INC., Attention: Mr.
H.B. Horner, Florida Rock Industries, Inc., 155 East 21st
Street, Jacksonville, FL 32201 (904) 355-1781, its successors
and assigns (herein called the "Assignee") Policy No. 0296103U
issued by American Heritage Life Insurance company (herein
called the "Insurer") and any supplementary contracts issued
in connection therewith (said policy and contracts being
herein called the "Policy"), upon the life of Ann M. Baker and
all claims, options, privileges, rights title and interest
therein and thereunder (except as provided in Paragraph C
hereof), subject to all terms and conditions of the Policy and
to all superior liens, if any, that the Insurer may have
against the Policy. The undersigned by this instrument agrees
and the Assignee by the acceptance of this assignment agrees
to the conditions and provisions herein set forth.
B. It is expressly agreed that, without detracting from the
generality of the foregoing, the following specific rights are
included in this assignment and pass by virtue hereof:
(1) The sole right to collect from the Insurer the net
proceeds of the Policy when it becomes a claim by death
or maturity;
(2) The sole right to surrender the Policy and receive the
surrender value thereof at any time provided by the terms
of the Policy and at such other times as the Insurer may
allow;
(3) The sole right to obtain one or more loans or advances on
the Policy, either from the Insurer or, at any time, from
other persons, and to pledge or assign the Policy as
security for such loans or advances;
(4) The sole right to collect and receive all distributions
or shares of surplus, dividend deposits or additions to
the Policy now or hereafter made or apportioned thereto,
and to exercise any and all options contained in the
Policy with respect thereto; provided that unless and
until the Assignee shall notify the Insurer in writing to
the contrary, the distributions or shares of surplus,
dividend deposits and additions shall continue on the
plan in force at the time of this assignment; and
(5) The sole right to exercise all non-forfeiture rights
permitted by the terms of the Policy or allowed by the
Insurer and to receive all benefits and advantages
derived therefrom.
C. It is expressly agreed that the following specific rights, so
long as the Policy has not been surrendered, are reserved and
excluded from this assignment and do not pass by virtue
hereof:
(1) The right to collect from the Insurer any disability
benefit payable in cash that does not reduce the amount
of insurance;
(2) The right to designate and change the beneficiary;
(3) The right to elect any optional mode of settlement
permitted by the Policy or allowed by the Insurer; but
the reservation of these rights shall in no way impair
the right of the Assignee to surrender the Policy
completely with all its incidents or impair any other
right of the Assignee hereunder, and any designation or
change of beneficiary or election of a mode of settlement
shall be made subject to this assignment and to the
rights of the Assignee hereunder.
D. This assignment is made and the Policy is to be held as
collateral security for any and all liabilities (the
"Liabilities") of the undersigned to the Assignee pursuant to
the Split Dollar Insurance Agreement, dated January 24, 1994
between the Assignee and John D. Baker, II (the "Split Dollar
Agreement").
E. The Assignee covenants and agrees with the undersigned as
follows:
(1) That any balance of sums received hereunder from the
Insurer remaining after payment of the then existing
Liabilities, matured or unmatured, shall be paid by the
Assignee to the persons entitled thereto under the terms
of the Policy had this assignment not been executed;
(2) That the Assignee will not exercise any of the rights
assigned under Paragraphs B(2), B(3), B(4) or B(5) hereof
until there has been default in any of the Liabilities or
a failure to pay any premium when due, nor until twenty
days after the Assignee shall have mailed, by first-class
mail, to the undersigned at the address last supplied in
writing to the Assignee specifically referring to this
assignment, notice of intention to exercise such right;
and
(3) That the Assignee will upon request forward without
unreasonable delay to the Insurer the Policy for
endorsement of any designation or change of beneficiary
or any election of an optional mode of settlement.
F. The Insurer is hereby authorized to recognize the Assignee's
claims to rights hereunder without investigating the reason
for any action taken by the Assignee, or the validity or the
amount of the Liabilities or the existence of any default
therein, or otherwise, or the application to be made by the
Assignee of any amounts to be paid to the Assignee. The sole
signature of the Assignee shall be sufficient for the exercise
of any rights under the Policy assigned hereby and the sole
receipt of the Assignee for any sums received shall be a full
discharge and release therefor to the Insurer. Checks for all
or any part of the sums payable under the Policy and assigned
herein, shall be drawn to the exclusive order of the Assignee
if, when, and in such amounts as may be requested by the
Assignee.
G. Except as otherwise provided in the Split Dollar Agreement,
the Assignee shall be under no obligation to pay any premium,
or the principal of or interest on any loans or advances on
the Policy whether or not obtained by the Assignee, or any
other charges on the Policy, but any such amounts so paid by
the Assignee from its own funds (other than any such payment
for which the Assignee has been reimbursed) shall become a
part of the Liabilities hereby secured.
H. The exercise of any right, option, privilege or power given
herein to the assignee shall be at the option of the Assignee,
but (except as restricted by Paragraph E(2) hereof) the
Assignee may exercise any such right, option, privilege or
power without notice to, or assent by, or affecting the
liability of, or releasing any interest hereby assigned by the
undersigned, or any of them.
I. The Assignee may take or release other security, may release
any party primarily or secondarily liable for any of the
Liabilities, may grant extensions, renewals or indulgences
with respect to the Liabilities, or may apply to the
Liabilities in such order as the Assignee shall determine, the
proceeds of the Policy hereby assigned or any amount received
on account of the Policy by the exercise of any right
permitted under this assignment, without resorting or regard
to other security.
J. In the event of any conflict between the provisions of this
assignment and provision of the Split Dollar Agreement, with
respect to the Policy or rights of collateral security
therein, the provisions of this assignment shall prevail.
K. The undersigned declares that no proceedings in bankruptcy are
pending against him and that his property is not subject to
any assignment for the benefit of creditors.
Signed and sealed this 24th day of January, 1994.
/s/ Shelia Whiting /s/ John D. Baker, II (Seal)
Witness Owner
1870 Challen Ave., Jacksonville, FL 32205
Address
* * * *
RECEIPT BY INSURER
<TABLE>
EXHIBIT (11)
FLORIDA ROCK INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
<S> <C> <C> <C>
Years Ended September 30
1994 1993 1992
Net income $17,216,000 $ 7,777,000 $ 3,856,000
Common shares:
Weighted average shares out-
standing during the year 9,449,992 9,195,692 9,202,143
Shares issuable under stock
options which are potentially
dilutive and affect primary
earnings per share 35,049 1,651 1,882
Maximum potential shares
includable in computation of
primary earnings per share 9,485,041 9,197,343 9,204,025
Additional shares issuable
under stock options which are
potentially dilutive and affect
fully diluted earnings per share - 23,464 -
Maximum potential shares
included in computation of
fully diluted earnings per
share 9,485,041 9,220,807 9,204,025
Primary earnings per share:
Net income $1.82 $.85 $.42
Fully diluted earnings per share:
(a) $1.82 $.84 $.42
Net income
(a) Fully diluted earnings per share are not presented on the income statement
since the potential effect would have been less than 3% dilutive.<PAGE>
</TABLE>
FLORIDA ROCK INDUSTRIES, INC.
Annual Report 1994
<TABLE>
<CAPTION>
CONSOLIDATED FINANCIAL HIGHLIGHTS
Years ended September 30
(Dollars in thousands except per share amounts)
1994 1993 %Change
<S> <C> <C> <C>
Net sales $336,526 $294,431 +014.3
Gross profit $59,431 $41,704 +042.5
Operating profit $27,461 $11,403 +140.8
Income before
income taxes $25,533 $12,185 +109.5
Net income $17,216 $7,777 +121.4
Per common share:
Net income $1.82 $.85 +114.1
Stockholders' equity $20.25 $18.66 +008.5
Cash dividend $0.50 $0.50
Return on ending
stockholders' equity 9.0% 4.5%
</TABLE>
1994 CORPORATE HIGHLIGHTS
Sales increased - 14%
Net income increased - 121%
Continuing efficiency improvements
$23,121,000 invested in additional property, plant and equipment
$75,000,000 revolving credit agreement of which
$64,000,000 was unused at year end
Short-term lines of credit aggregating $30,000,000 of which
$23,300,000 was unused at year end
BUSINESS. The Company is a major Southeastern construction
materials company concentrating in construction aggregates and
concrete products in Florida, Georgia, Virginia, Maryland, and
Washington, D.C.
OBJECTIVE. The Company's objective is to grow as a major
Southeastern natural resource oriented, basic construction
materials company which provides sound long-term growth and a
superior return on stockholders' equity.
Internal growth is accomplished through emphasizing superior
products and service to customers in expanding markets, and
engaging in an ongoing exploration program for new aggregates
deposits to serve new and existing markets.
External growth through the acquisition program is designed to
broaden the Company's geographic market area by acquiring related
businesses in the Southeast.
1994 was a good year for Florida Rock. Profits more than doubled
on a 14% sales increase. The improved financial results are the
product of the continuing recovery in most of the Company's
Southeastern markets and our management team's cost reduction,
efficiency improvement and capital investment programs over the
last five years.
Although sales and profitability have recovered over the past two
years, they remain below what we believe is the long-term norm
for our markets and our objectives.
RESULTS. Sales for fiscal 1994 were $336,526,000, up 14.3% from
$294,431,000 in fiscal 1993. The increase in sales was due to
increased construction activity primarily in the Florida and
Georgia markets. The Virginia markets began an anemic recovery in
1994. The Maryland markets remain depressed and in some cases
continued to decline. Also, there were very modest price
increases in selected markets.
In 1994 operating profit increased 140.8% to $27,461,000 from
$11,403,000. Profit margins improved as the result of sales
increases and continuing cost containment programs. Selling,
general and administrative expense increased 5.5% primarily as
the result of increased profit sharing and incentive compensation
due to the improved profits. Underlying expenses
remained level.
The 22% decrease in interest expense from last year was due to a
decrease in the average debt outstanding. Average interest rates
increased during the year.
In 1994 the effective tax rate decreased to 32.6% from 36.2% in
1993. The decrease was due to the 1993 requirement under FASB 109
to increase deferred taxes by $748,000 as a result of the
increase in the top Federal tax rate.
Income before income taxes increased 109.5% to $25,533,000 from
$12,185,000 in 1993 which included a gain on sale of S&G Concrete
of North Carolina and land of $2,766,000. Net income was
$17,216,000 which was a 121.4% increase from fiscal 1993's net
income of $7,777,000. Earnings per share in 1994 were $1.82, a
114.1% increase over $.85 last year. Average number of shares of
common stock outstanding increased 3.1% to 9,485,041 in 1994.
As in 1993, the substantial percentage increases in profits in
1994 were attributable to the major cost reduction programs that
were implemented during the downturn through 1992. The prior
sacrifices and continuing dedication of our employees to
maintaining a cost efficient quality organization made the
continuing profit margin improvements possible.
CAPITAL EXPENDITURES. Management continues to believe the key to
long-term growth and profitability is through its continuing
major capital expenditure program leading to low cost operations
and new operations where warranted by expected market
development.
Fiscal 1994 capital expenditures totaled $23,121,000 versus a
plan of $30,000,000 and actual expenditures of $33,558,000 in
1993. The capital expenditures were divided approximately 61% for
replacements and modernization of existing plant and equipment,
25% for expansions, 10% to acquire land and aggregates deposits
to be used in current and future operations and 4% for safety and
environmental. Depreciation and depletion was $24,355,000.
The fiscal 1995 capital expenditure plan totals approximately
$60,000,000, versus estimated depreciation and depletion of
$27,400,000. Approximately 48% of the planned expenditures is for
plant and equipment replacements and modernization, 31% is for
expansion and new projects, 18% is for new plant sites and
deposits, and 3% is for safety and environmental. The 1995
capital expenditure plan is subject to review as market
conditions and the economic picture evolve.
FINANCIAL MANAGEMENT. Cash generated from operations of
$42,512,000 more than enabled the Company to fund its major
capital expenditure program for fiscal 1994.
On November 16, 1993, the Company sold in a private placement
290,909 shares of its common stock for $8,000,000. The purchase
price was received by cancellation of an $8,000,000 note.
During 1994 total debt was reduced $28,346,000 from $60,823,000
to $32,477,000 at September 30, 1994.
At September 30, 1994, $11,000,000 was borrowed under the
$75,000,000 revolving credit agreement and $64,000,000 was
available for other corporate purposes. The Company has
$30,000,000 in short-term bank lines of which $6,700,000 was
utilized at year end.
DIVIDENDS. The Board of Directors maintained the semiannual
dividend of $.25 per share. Consequently, cash dividends of $.50
per share were paid during the year to stockholders.
Subsequent to fiscal year end, in December 1994, the Board
declared the semiannual cash dividend of $.25 per share payable
on January 3, 1995 to stockholders of record on December 15,
1994.
STOCK REPURCHASE. The Board of Directors authorized management to
repurchase shares of the Company's common stock from time to time
as opportunities may arise.
STOCKHOLDERS MEETING. On February 2, 1994, the annual
stockholders meeting was held in Jacksonville, Florida. The
stockholders elected Thompson S. Baker II, Albert D. Ernest, Jr.,
Luke E. Fichthorn III and C. J. Shepherdson as directors to terms
expiring in 1998.
A. R. Carpenter was elected as director for a term
expiring in 1995.
SAFETY. Management continued its emphasis on a safe, drug-free
work place.
The Company's Florida/Georgia Aggregates Group repeated its
outstanding safety record in fiscal 1994. In 1994, only 3
lost-time accidents occurred while an average of approximately
525 employees worked more than 1,325,000 man-hours during the
year. Numerous national and state safety awards were again won by
the Group. During the year, the Macon Quarry received recognition
from the National Safety Council for achieving the highest number
of work hours without a lost-time accident ever by a granite
quarry.
SUMMARY AND OUTLOOK. The sales recovery expected in 1994 occurred
in accordance with expectations. Increased volumes combined with
improved efficiencies and continuing cost control resulted in
improved earnings. The capital expenditure program focused on
higher than normal replacements and new trucks and equipment to
meet increased demand and to improve efficiencies.
In 1995 management expects slower economic growth. The Federal
Reserve's program to contain inflation by slowing economic growth
through increased interest rates has already impacted some of our
market segments. Higher mortgage rates have reduced home sales
and as a result, single family home building permits appear to
have peaked during 1993. Permits for new single family homes are
currently running about 7% below their prior levels in the
Southeast. However, while off from their highs, residential
construction remains quite strong. Conversely, multi-family
dwellings or apartment units continued to decline until 1993 when
it began to recover. This recovery has continued through 1994 and
appears to be driven by low vacancy rates as opposed to interest
rates. Commercial industrial construction markets began to
recover during 1994. It would appear, barring an oppressive
increase in interest rates, that these markets remain driven by
capacity utilization more than mortgage rates. Federal and state
infrastructure requirements remain good and are expected to
continue to grow in all markets although they will remain
constrained by each respective state's ability to fund its
programs.
Management continues to explore new opportunities to further
expand and develop the Company in its existing and contiguous
geographical markets. The Southeastern markets served by Florida
Rock are among the prime long-term growth markets in the United
States. Management's long-term operating plans remain based on
the forecasted secular growth in the Company's markets and a
belief in the fundamental strength of the U.S. economy.
The continuing dedication and excellent performance of our
managers and employees have been critical in improving
profitability and will be the key to Florida Rock's growth and
success in the future.
Respectfully yours,
Edward L. Baker
Chairman of the Board and Chief Executive Officer
John D. Baker II
President
<PAGE>
OPERATIONS. Sales increased in fiscal 1994 with the growth in
Florida, Georgia and Virginia. Increased sales combined with
ongoing cost reduction and efficiency improvement programs
resulted in improved profit and profit margins. The gross profit
margin increased to 17.7% in fiscal 1994 from 14.2% in fiscal
1993.
The Company produces and sells construction aggregates, ready
mixed concrete, concrete block and prestressed concrete. It also
markets other building materials.
The Company operates seven crushed stone plants, eight sand
plants and one industrial sand plant in Florida.
It operates five crushed stone plants in Georgia; one sand and
gravel plant and three crushed stone plants in Maryland; and two
crushed stone plants and one sand and gravel plant in Virginia.
The Company also operates aggregates distribution terminals in
Northern Virginia; Norfolk/Virginia Beach, Virginia; Baltimore,
Maryland and the Eastern Shore of Maryland.
The Company's construction aggregates operations are spread
throughout the Southeast. The Company sells construction
aggregates throughout most of Florida with the principal
exception of the panhandle. In Georgia the Company primarily
serves the regional construction markets around Griffin, Macon,
Rome and the southern portion of the Atlanta market. The Rome
quarry also sells crushed limestone to a cement mill. In Virginia
the Company primarily serves the Richmond, Norfolk/Virginia Beach
and Northern Virginia markets. In Maryland the principal markets
served are the greater Baltimore Area, Frederick and Montgomery
Counties and the Eastern Shore of Maryland from waterfront
distribution yards.
The Company has substantial long-term reserves of sand and stone
in Florida, Georgia, Maryland and Virginia which are owned or
under long-term mining leases with terms generally commensurate
with the extent of the deposits at current rates of extraction.
Ready mixed concrete is produced and sold throughout peninsular
Florida; South Georgia; Richmond, Norfolk/Virginia Beach, and
Northeastern Virginia; Central Maryland; and Washington, D.C.
Prestressed concrete products for commercial developments and
bridge and highway construction are produced in Wilmington, North
Carolina.
At the end of fiscal 1994, the Company had 79 ready mixed
concrete plants and 11 concrete block plants of which one
remained closed, and a delivery fleet of 854 ready mix and block
trucks. During 1994 $5,300,000 was invested in 50 new ready mix
and block trucks to both modernize and expand the fleet. All the
Florida and Georgia ready mixed concrete plants are fully
operational. Five ready mix concrete plants in Virginia are being
operated only on an as needed basis, with the day-to-day demand
being met from other nearby plants.
NEW DEVELOPMENTS. Management continued to modernize and expand
operations where cost savings and/or long-term growth plans
warranted.
The vast majority of the capital expenditures during 1994 were
spent on equipment replacements and expansions. Separate
identifiable projects included a variety of projects. In Florida
the Company opened a new ready mix concrete plant to serve the
Eastern Tallahassee market. Construction was substantially
completed on a new ready mix plant to serve a segment of the
Richmond, Virginia market. The plant is expected to be put in
service during the first quarter of fiscal 1995. A new base rock
crusher system currently under construction in Fort Myers,
Florida, is scheduled for completion in January 1995. At the
Forest Park quarry outside Atlanta, Georgia, the infrastructure
surrounding the quarry was moved thereby making available 32
million tons of additional reserves.
The modernization of the Tyrone, Georgia quarry continued. A new
sand plant was put in operation on a new deposit to replace a
depleted site, thus enabling the Company to continue to serve
segments of the Tampa and Orlando markets.
During 1994 all the Company's operations continued to make both
capital and operating expenditures to make the Company an
environmentally responsible member of each community. One of the
Company's goals is to not only be in compliance with the
environmental regulations but to be a model member of each
community in which it has a presence. Two of the Company's stone
quarries, Brooksville and Gulf Hammock, have been certified as
wildlife habitats by the Wildlife Habitat Council. The Gulf
Hammock quarry was awarded National Stone Association's Gold
Eagle award for environmental accomplishments.
During 1994 the Company initiated a business process improvement
program which is designed to bring total quality to the
management, production and customer service systems.
Fiscal 1995 should continue to reflect the benefits of the
operating efficiencies from capital improvements which, when
combined with increased sales, should result in a greater
percentage increase in earnings and improved returns on capital
employed.
<TABLE>
<CAPTION>
Five Year Summary Years ended September 30
(Dollars and shares in thousands except per share amounts)
1994 1993 1992 1991 1990
____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Net sales $336,526 $294,431 $271,821 $295,726 $390,546
Gross profit $59,431 $41,704 $34,956 $36,013 $65,771
Operating profit $27,461 $11,403 $6,480 $4,415 $30,550
Interest expense $2,223 $2,850 $3,146 $4,800 $5,779
Income before
income taxes $ 25,533 $12,185 $4,325 $1,682 $25,093
Provision (benefit)
for income taxes $8,317 $4,408 $469 ($361) $7,993
Net income $17,216 $7,777 $3,856 $2,043 $17,100
PER COMMON SHARE
Net income $1.82 $.85 $.42 $.22 $1.86
Stockholders' equity$20.25 $18.66 $18.32 $18.40 $18.68
Cash dividend $.50 $.50 $.50 $.50 $.50
FINANCIAL SUMMARY
Current assets $75,720 $73,017 $65,907 $62,590 $71,167
Current liabilities $49,298 $52,033 $46,645 $47,724 $48,585
Working capital $26,422 $20,984 $19,262 $14,866 $22,582
Property, plant
and equipment, net $208,076 $210,110 $204,235 $204,822 $209,765
Total assets $310,590 $312,384 $296,784 $299,724 $305,363
Long-term debt $23,116 $43,877 $39,379 $41,394 $41,721
Stockholders' equity $192,090 $171,594 $168,480 $169,527 $172,109
OTHER DATA
Return on ending
stockholders' equity 9.0% 4.5% 2.3% 1.2% 9.9%
Return on
capital employed 6.9% 3.4% 2.2% 1.9% 7.8%
Additions to property,
plant and equipment,
excluding the purchase
of businesses $23,121 $33,558 $26,789 $26,210 $26,945
Depreciation, depletion
and amortization $25,419 $26,168 $26,678 $30,211 $30,514
Weighted average
number of shares 9,485 9,197 9,204 9,214 9,214
Number of employees
at end of year 2,203 2,142 2,221 2,385 2,860
Stockholders of record 1,279 1,335 1,302 1,503 1,578
</TABLE>
(a) Effective October 1, 1992, the Company changed its method
of accounting for employee postretirement benefits in accordance
with FASB 106. See Note 8 to the Consolidated Financial
Statements.
(b) In 1994, 1993 and 1991 the Company reported a gain (loss)
on the sale of assets of ($313,000), $2,766,000 and $1,035,000,
respectively. See Note 10 to the Consolidated Financial
Statements.
(c) In 1993 the Company charged its provision for income taxes
$748,000 to reflect the impact on the deferred income tax
liability of the increase in the top Federal corporate income tax
rate.
QUARTERLY RESULTS (UNAUDITED)
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
First Second Third Fourth
_______________ ______________ _______________ ______________
1994 1993 1994 1993 1994 1993 1994 1993
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $75,906 $66,857 $66,995 $63,771 $95,598 $82,682 $98,027 $81,121
Gross profit $12,002 $7,511 $8,671 $6,635 $20,106 $14,262 $18,652 $13,296
Operating profit
(loss) $4,822 $602 $787 ($361) $11,264 $6,340 $10,588 $4,822
Income (loss)
before income
taxes $4,405 $77 $352 ($749) $10,864 $5,785 $9,912 $7,072
Net income
(loss) $2,942 $58 $234 ($553) $7,058 $4,211 $6,982 $4,061
Per common share:
Net income
(loss) $0.31 $0.01 $0.02 ($0.06) $0.74 $0.46 $0.74 $0.44
Cash dividend $0.25 $0.25 __ __ $0.25 $0.25 __ __
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Market price:
High $30-5/8 $27-1/2 $34-1/2 $27-3/8 $27-1/4 $27-5/8 $27-5/8 $28-1/4
Low $26-7/8 $20-1/2 $25-3/4 $23-1/8 $24-0/0 $24-5/8 $23-3/4 $25-1/4
</TABLE>
In the fourth quarter of fiscal 1993 the Company:
(a)Reported a $2,715,000 gain on the sale of its S&G Concrete
operations in North Carolina which increased income before income
taxes by that amount.
(b)Charged its provision for income taxes $748,000 to reflect the
impact on the deferred income tax liability of the increase in
the top Federal corporate income tax rate.
OPERATING RESULTS.The Company's operations are influenced by a
number of external and internal factors. External factors include
weather, competition, levels of construction activity in the
Company's markets, the cost and availability of money,
appropriations and construction contract lettings by federal and
state governments, fuel costs, transportation costs and
inflation. Internal factors include sales mix, plant location,
quality and quantities of aggregates reserves, capacity
utilization and other operating factors.
Fiscal 1994 sales increased by 14% due to higher volumes in most
of the Company's markets and some price increases. Fiscal 1993
sales increased by approximately 8% due principally to the higher
volumes created by the recovery in the Florida and Georgia
construction markets.
The contribution made to net sales from the sale of construction
materials by the principal classes of products and services for
the five years ended September 30 is as follows:
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C>
Ready mixed concrete 56% 56% 58% 59% 60%
Construction aggregates 41% 42% 41% 40% 38%
Other concrete products
and building materials 11% 10% 11% 10% 10%
Less intercompany (8%) (8%) (10%) (9%) (8%)
____ ____ ____ ____ ____
100% 100% 100% 100% 100%
</TABLE>
The estimated contribution to revenues from the sale of
construction materials by major markets follows:
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
____ ____ ____ ____ ____
<S> <C> <C> <C> <C> <C>
Commercial and industrial 36% 45% 48% 47% 48%
Residential 42% 29% 26% 24% 28%
Highway and governmental 22% 26% 26% 29% 24%
</TABLE>
In fiscal 1994 gross profit increased 42.5% to $59,431,000 from
$41,704,000 in fiscal 1993 and gross margin increased to 17.7%
from 14.2%. These improvements resulted from the increase in
sales, cost containment, continuing efficiency improvements and
the fixed cost component of the business.
In fiscal 1993 gross profit increased 19% to $41,704,000 from
$34,956,000 in fiscal 1992 and gross profit margin increased to
14.2% from 12.9%. These improvements resulted from the increase
in sales and cost reductions and efficiency improvements made
over the prior five years. During 1993 the Company adopted FASB
106 (See Note 8 to the Consolidated Financial Statements)
accounting for retiree health benefits which offset these
improvements by increasing cost of sales by $1,686,000.
The 5.5% increase in selling, general and administrative expense
in 1994 as compared to 1993 was primarily attributable to
increases in profit sharing and management incentive compensation
which are linked to profitability. Selling, general and
administrative expense was 9.5% of sales in 1994 as compared to
10.3% of sales in 1993.
The 6.4% increase in selling, general and administrative expense
in 1993, as compared to 1992 was attributable to increases in
profit sharing and management incentive compensation which are
linked to profitability, and the adoption of FASB 106 which
increased administrative expenses by $353,000. Selling, general
and administrative expense was 10.3% of sales in 1993 as compared
to 10.5% in 1992.
The decrease in interest expense in 1994 was attributable to a
decrease in the average debt outstanding. Interest rates
increased during the year. The decrease in interest expense in
1993 was attributable to a decrease in the average interest rate.
Average debt increased during 1993.
The decrease in interest income in 1994 was due principally to
the collection of notes during the year, and was offset by higher
average interest rates. The decrease in interest income in 1993
was due principally to lower interest rates.
See Note 10 to the Consolidated Financial Statements for
information concerning the gain (loss) on the sale of assets.
The effective tax rate for fiscal 1994 decreased to 32.6% from
36.2% in 1993 due to the absence of the adjustment to deferred
taxes that was required in 1993 as a result of the increase in
the top Federal tax rate. The effective tax rate for fiscal 1993
increased to 36.2% from 10.8% in fiscal 1992. The increase in the
effective tax rate was a result of the increase in earnings, the
increase in earnings from non mining activities and a $748,000
adjustment to deferred taxes as a result of the increase in the
top Federal tax rate from 34% to 35%.
LIQUIDITY AND CAPITAL RESOURCES. The following key financial
measurements reflect the Company's sound financial position and
substantial capital resources at September 30 (dollars in
thousands):
<TABLE>
<CAPTION>
1994 1993 1992
____ ____ ____
<S> <C> <C> <C>
Cash and cash equivalents $804 $4,069 $1,201
Total debt $32,477 $60,823 $57,080
Current ratio 1.5 to 1 1.4 to 1 1.4 to 1
Debt as a percent of
capital employed 12.0% 21.9% 21.3%
Unused revolving credit $64,000 $49,000 $60,000
Unused short-term lines $23,300 $9,800 $6,000
</TABLE>
In fiscal 1994 cash flow from operations of $42,512,000, plus
cash on hand at the beginning of the year, covered the cash
required for capital expenditures and other investing activities,
the reduction in debt of $20,348,000 and the paying of the
regular dividend. In fiscal 1993 cash flow from operations of
$33,980,000 coupled with the cash flows from the proceeds from
the disposition of property, plant and equipment and other assets
of $5,509,000 covered the cash required for capital expenditures
and other investing activities. When combined with the cash
required for the payment of dividends, it required the Company to
increase its borrowings by $3,743,000.
The Company expects its 1995 expenditures for property, plant and
equipment to be approximately $60,000,000, versus depreciation
and depletion of $27,400,000. Management believes that the
necessary funds will be obtained through internal generation and
borrowing under the revolving credit agreement. The Company has
available a $75,000,000 revolving credit agreement of which
$64,000,000 was unused and available at September 30, 1994. The
Company's capital expenditures are by and large discretionary and
not contractual commitments until actual orders are placed for
equipment. However, over time it is desirable and necessary to
both replace equipment due to wear and tear and to make capital
expenditures to improve efficiencies and expand capacity where
warranted.
The Company expects that the Purchase and Put Agreements covering
$7,550,000 of the Industrial Revenue Bonds (See Note 5 to the
Consolidated Financial Statements) will continue to be amended
until the earlier of the final maturity date of the respective
bonds or until the project financed by the bonds is terminated.
To the extent that the bonds mature or the Purchase and Put
Agreements are not extended, the Company will repurchase and/or
repay the bonds with borrowings under its revolving credit
agreement. The Company believes it will be able to renegotiate
its present credit facilities or obtain similar replacement
credit facilities when necessary in the future.
INFLATION. In the past three years price increases have generally
failed to equal inflation and in certain markets prices have
declined due to competitive conditions. The effect of this on the
Company's operations has been partially offset by management's
emphasis on cost containment and productivity improvement. In the
last half of fiscal 1994 the Company was able to achieve price
increases in several markets sufficient to offset cost increases.
CONSOLIDATED STATEMENT OF INCOME YEARS ENDED SEPTEMBER 30
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
1994 1993 1992
____ ____ ____
<S> <C> <C> <C>
Net sales $336,526 $294,431 $271,821
Cost of sales 277,095 252,727 236,865
_______ _______ _______
Gross profit 59,431 41,704 34,956
Selling, general and
administrative expense 31,970 30,301 28,476
_______ _______ _______
Operating profit 27,461 11,403 6,480
Interest expense (2,223) (2,850) (3,146)
Interest income 462 493 603
Gain (loss) on sale
of assets (313) 2,766
Other income, net 146 373 388
_______ _______ _______
Income before
income taxes 25,533 12,185 4,325
Provision for
income taxes 8,317 4,408 469
_______ _______ _______
NET INCOME $17,216 $7,777 $3,856
Earnings per common share $1.82 $0.85 $0.42
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET SEPTEMBER 30
(Dollars in thousands)
1994 1993
____ ____
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $804 $4,069
Accounts receivable, less allowance for
doubtful accounts of $1,627 ($1,428 in 1993) 49,109 41,931
Inventories 20,61 23,105
Prepaid expenses and other 5,192 3,912
_______ _______
Total current assets 75,720 73,017
Other assets 26,794 29,257
Property, plant and equipment, at cost:
Land 105,345 103,554
Plant and equipment 358,250 344,721
_______ _______
463,595 448,275
Less accumulated depreciation and depletion 255,519 238,165
_______ _______
Net property, plant and equipment 208,076 210,110
_______ _______
$310,590 $312,384
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term notes payable to banks $6,700 $10,200
Accounts payable 25,176 21,906
Federal and state income taxes 2,218 2,403
Accrued payroll and benefits 6,337 3,534
Accrued insurance reserve 1,983 2,458
Accrued liabilities, other 4,223 4,786
Long-term debt due within one year 2,661 6,746
_______ _______
Total current liabilities 49,298 52,033
Long-term debt 23,116 43,877
Deferred income taxes 30,441 30,734
Other accrued liabilities 15,645 14,146
Commitments and Contingent Liabilities
(Notes 9, 12 and 13)
Stockholders' equity:
Preferred stock, no par value;
authorized 10,000,000 shares, issued none ___ ___
Common stock, $.10 par value;
authorized 50,000,000 shares,
issued 9,487,309 shares (9,288,708 in 1993) 949 929
Capital in excess of par value 17,400 11,430
Retained earnings 173,743 161,268
Less cost of treasury stock; 87 shares
(93,208 in 1993) (2) (2,033)
_______ _____
Total stockholders' equity 192,090 171,594
_______ _______
$310,590 $312,384
</TABLE>
<TABLE>
<CAPTION>CONSOLIDATED STATEMENT OF
CASH FLOWS YEARS ENDED SEPTEMBER 30
(Dollars in thousands)
1994 1993 1992
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $17,216 $7,777 $3,856
Adjustments to reconcile net income to net cash
provided from operating activities:
Depreciation, depletion and amortization 25,419 26,168 26,678
Net changes in operating assets and liabilities:
(Increase) decrease in
accounts receivable (7,305) (6,092) 2,513
(Increase) decrease in inventories 2,490 (1,242) (1,189)
(Increase) decrease in prepaid expenses
and other (259) 744 (192)
Increase in accounts payable and
accrued liabilities 4,555 9,600 363
Increase (decrease) in deferred income taxes 482 (645) (2,662)
Gain on disposition of property, plant
and equipment (382) (2,837) (1,305)
Other, net 296 507 636
______ ______ ______
Net cash provided from operating activities 42,512 33,980 28,698
Cash flows from investing activities:
Purchase of property, plant and equipment (23,063) (32,811) (26,746)
Proceeds from the sale of property, plant
and equipment 661 4,986 2,009
Additions to other assets (1,839) (2,615) (646)
Proceeds from the disposition of other assets 693 523 2,773
Additions to notes receivable (335) ___ (20)
Collection of notes receivable 3,174 410 304
_____ ______ ______
Net cash used in investing activities (20,709) (29,507) (22,326)
Cash flows from financing activities:
Proceeds from long-term debt --- 13,000 ---
Net increase (decrease) in short-term debt (3,500) (3,800) 4,800
Repayment of long-term debt (16,848) (6,142) (6,767)
Exercise of employee stock options 23 --- ---
Repurchase of Company stock (2) (65) (303)
Payment of dividends (4,741) (4,598) (4,600)
______ ______ ______
Net cash used in financing activities (25,068) (1,605) (6,870)
______ ______ ______
Net increase (decrease) in cash
and cash equivalents (3,265) 2,868 (498)
Cash and cash equivalents at beginning of year 4,069 1,201 1,699
______ ______ ______
Cash and cash equivalents at end of year $804 $4,069 $1,201
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest expense, net of amount capitalized $2,769 $2,764 $3,188
Income taxes $9,814 $5,206 $2,402
Noncash investing and financing activities:
Additions to property, plant and equipment from:
Exchanges $58 $61 $43
Issuing debt --- $686 ---
Issuing common stock in payment of
note payable $8,000 --- ---
Addition to notes receivable from the sale of
property, plant and equipment $431 --- ---
</TABLE>
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments with maturities of
three months or less at the time of purchase to be cash
equivalents.
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF
STOCKHOLDERS' EQUITY YEARS ENDED SEPTEMBER 30
(Dollars in thousands except per share amounts)
Capital in
Common Stock Excess of Retained Treasury Stock
--------------- Par Value Earnings --------------
Shares Amount Shares Amount
<S> <C> <C> <C> <C> <C> <C>
Balance October 1, 1991 9,288,708 $929 $11,430 $158,833 (75,450) ($1,665
Shares purchased for
treasury (14,725) (303)
Net income 3,856
Cash dividends
($.50 per share) (4,600)
---------- ----- --------- ---------- -------- -----
Balance
September 30, 1992 9,288,708 929 11,430 158,089 (90,175) (1968)
Shares purchased for
treasury (3,033) (65)
Net income 7,777
Cash dividends
($.50 per share) (4,598)
---------- ----- --------- ---------- -------- -----
Balance
September 30, 1993 9,288,708 929 11,430 161,268 (93,208) (2,033)
Shares issued in
payment of note 197,701 20 5,947 93,208 2,033
Exercise of stock
options 900 23
Shares purchased for
treasury (87) (2)
Net income 17,216
Cash dividends
($.50 per share) (4,741)
----------- ------ ---------- -------------------------
Balance
September 30, 1994 9,487,309 $949 $17,400 $173,743 (87) ($2)
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES.
CONSOLIDATION-The consolidated financial statements include the
accounts of the Company and its subsidiaries, all of which are
wholly owned. All significant intercompany transactions have been
eliminated in consolidation.
INVENTORIES-Inventories are valued at the lower of cost or
market. Cost for parts and supplies inventory is determined under
the first-in, first-out (FIFO) method. Cost for other inventories
is determined under the last-in, first-out (LIFO) and average
cost methods.
DEPRECIATION, DEPLETION AND AMORTIZATION-Provision for
depreciation of plant and equipment is computed on the basis of
estimated useful lives using the straight-line method. Depletion
of sand and stone deposits is computed on the basis of units of
production in relation to estimated reserves. Substantially all
goodwill is being amortized over forty years using the
straight-line method.
INCOME TAXES-The Company accounts for income taxes under
Financial Accounting Standards Board Statement No. 109. Annual
provisions for income taxes are based primarily on reported
earnings before income taxes and include appropriate provisions
for deferred income taxes resulting from the tax effect, using
presently enacted tax rates, of the difference between the tax
basis of assets and liabilities and their carrying amounts for
financial reporting purposes.
EARNINGS PER COMMON SHARE-Earnings per common share are based on
the weighted average number of common shares outstanding and
common stock equivalents, where applicable, during the year.
CONCENTRATIONS OF CREDIT RISK-The Company's operations are
located within the Southeastern United States. It sells
construction materials and grants credit to customers,
substantially all of whom are related to the construction
industry.
RECLAMATION-The Company accrues the estimated cost of reclamation
over the life of the deposit based on tons sold in relation to
total estimated tons of reserves. Expenses paid by the Company
are charged to the reserve.
RISK INSURANCE-The Company has a $500,000 self-insured retention
per occurrence in connection with its workers' compensation,
automobile liability, and general liability insurance programs
("Risk Insurance"). The Company accrues monthly its estimated
cost in connection with its portion of its Risk Insurance losses.
Claims paid by the Company are charged against the reserve.
Additionally, the Company maintains a reserve for incurred but
not reported claims based on historical analysis of such claims.
ENVIRONMENTAL-Environmental expenditures that benefit future
periods are capitalized. Expenditures that relate to an existing
condition caused by past operations, and which do not contribute
to current or future revenue generation, are expensed.
Liabilities are recorded when environmental assessments and/or
remedial efforts are probable, and the costs can be reasonably
estimated. Estimation of such liabilities is extremely complex.
Some factors that must be assessed are engineering estimates,
continually evolving governmental laws and standards,
and potential involvement of other potentially
responsible parties.
ACCOUNTING STANDARDS-Financial Accounting Standards Board
Statement No. 112, "Employers' Accounting for Postemployment
Benefits," did not have an impact on the Company's operating
results.
2. TRANSACTIONS WITH RELATED PARTIES. As of September 30, 1994
eight of the Company's directors were also directors of FRP
Properties, Inc. ("FRPP"). Such directors own approximately 37%
of the stock of FRPP and 30% of the stock of the Company.
Accordingly, FRPP and the Company are considered related parties.
FRPP, through its ICC transportation subsidiaries, hauls
construction aggregates for the Company and customers of the
Company. It also hauls diesel fuel and other supplies for the
Company. Charges for these services are based on prevailing
market prices.
Other wholly owned subsidiaries of FRPP lease certain
construction aggregates mining and other properties and provide
construction management services to the Company.
The Company paid rents, royalties and transportation charges to
subsidiaries of FRPP totaling $6,029,000 in 1994, $6,259,000 in
1993, and $6,752,000 in 1992.
At September 30, 1994 the Company had a net account payable due
to subsidiaries of FRPP of $144,000. At September 30, 1993 the
Company had net trade accounts receivable due from subsidiaries
of FRPP of $14,000.
Under an agreement extending until September 30, 1996, the
Company furnishes certain management and related services,
including financial, tax, legal, administrative, accounting and
computer, to FRPP and its subsidiaries. Charges for such services
were $1,208,000 in 1994, $1,101,000 in 1993, and $1,032,000 in
1992.
3. INVENTORIES. Inventories at September 30 consisted of the
following (in thousands):
1994 1993
____ ____
Finished products $16,329 $19,034
Raw materials 3,249 2,962
Parts and supplies 1,037 1,109
______ ______
$20,615 $23,105
The excess of current cost over the LIFO stated values of
inventories was $3,282,000 at September 30, 1994 and $3,434,000
at September 30, 1993.
4. OTHER ASSETS. Other assets at September 30 consisted of the
following (in thousands):
1994 1993
____ ____
Real estate $3,349 $4,326
Notes receivable 5,523 7,804
Goodwill at cost less amortization
of $2,786 ($2,457 in 1993) 10,458 10,787
Other 7,464 6,340
______ ______
$26,794 $29,257
5. LINES OF CREDIT AND DEBT. Long-term debt at September 30 is
summarized as follows
(in thousands):
1994 1993
____ ____
UNSECURED NOTES:
Revolving credit $11,000 $26,000
7 1/2% note ___ 8,000
Industrial development
revenue bonds 11,963 13,606
7% - 12% secured notes
and contracts 2,814 3,017
______ ______
25,777 50,623
Less portion due within one year 2,661 6,746
______ ______
$23,116 $43,877
Of the industrial development revenue bonds at September 30,
1994, $7,550,000 is due between 2004 and 2021. The bonds provide
for quarterly interest payments between 68.0% and 73.3% of prime
rate. The bonds are subject to Purchase and Put Agreements with
several banks whereby the bondholders may, at their option, sell
the bonds to the Company during the following fiscal years:
$600,000 in 1995; $2,375,000 in 1996; $3,075,000 in 1997;
$500,000 in 1998; and $1,000,000 in 1999. The balance of the
industrial development revenue bonds totaling $4,413,000 at
September 30, 1994 is at floating rates of interest and matures
through 1999. The bonds are collateralized by certain property,
plant and equipment having a carrying value of $7,482,000 at
September 30, 1994.
The secured notes and contracts are collateralized by certain
real estate and operating equipment having a carrying value of
approximately $2,747,000 at September 30, 1994 and are payable in
installments through 2004.
The aggregate amount of principal payments, excluding the
revolving credit, due subsequent to September 30, 1994, assuming
that all of the industrial development revenue bondholders
exercise their options to sell the bonds to the Company, is: 1995
- - $2,661,000; 1996 - $3,750,000; 1997 -$3,918,000; 1998-
$1,287,000; 1999 - $1,781,000; 2000 and subsequent years -
$1,380,000.
The Company has a revolving credit agreement under which it may
borrow up to $75,000,000 on term loans payable in consecutive
quarterly installments of 5% of the original amount commencing
September 30, 1997 and a final payment of the unpaid balance on
June 30, 2000. Interest is payable at prime rate until June 30,
1997 and at 3/8 of 1% above such prime rate thereafter.
Alternative interest rates based on the London interbank rate
and/or the reserve-adjusted certificate of deposit rate are
available at the Company's option. A commitment fee of 3/16 to
3/8 of 1% is payable on the unused amount of the commitment.
The Company also has available short-term lines of credit from
three banks aggregating $30,000,000. Under these lines the
Company may borrow funds for a period of one to ninety days.
There is no commitment fee and the banks can terminate the lines
at any time. The interest rate is determined at the time of each
borrowing and for fiscal 1994 ranged between 3.27% and 5.85%. At
September 30, 1994 the Company had a total of $6,700,000 borrowed
under these lines.
The various loan agreements contain restrictive covenants,
including a requirement to maintain a consolidated current ratio
and consolidated tangible net worth (as defined) at certain
levels, limitations on paying cash dividends, and other
restrictions. As of September 30, 1994, under the most
restrictive of the agreements, $39,754,000 of consolidated
retained earnings was not restricted as to payment of cash
dividends.
The Company capitalized interest cost of $35,000 in 1994,
$162,000 in 1993 and $187,000 in 1992.
6. STOCK OPTION PLAN. The Company has a stock option plan under
which options for shares of common stock may be granted to
directors, officers and key employees.
Option transactions for the fiscal years ended September 30 are
summarized as follows:
<TABLE>
<CAPTION>
1994 1993 1992
----- ----- -----
<S> <C> <C> <C>
Shares under option:
Outstanding at beginning of year 529,050 551,150 165,800
Granted 13,500 --- 405,250
Exercised ($25.12 per share) (900) --- ---
Cancelled (7,050) (22,100) (19,900)
-------- -------- --------
Outstanding at end of year
(1994-$24.75 to $30.37 per share) 534,600 529,050 551,150
-------- -------- --------
Aggregate option price $14,209,000 $14,075,000 $14,653,000
Shares available for future grant 113,500 119,950 102,250
-------- -------- --------
Shares exercisable at end of year 297,440 195,210 92,040
</TABLE>
Options granted have been at a price equal to the fair market
value of the Company's common stock on the dates of grant. The
options expire from eight to ten years from the date of grant and
become exercisable in cumulative installments of 20% each year
after a one year waiting period from the date of grant.
No accounting is made for these options until they are exercised,
at which time the proceeds are credited to stockholders' equity.
7. INCOME TAXES. The provision for income taxes for the fiscal
years ended September 30 consisted of the following (in
thousands):
<TABLE>
<CAPTION>
1994 1993 1992
----- ----- -----
<S> <C> <C> <C>
Current:
Federal $6,439 $4,069 $2,639
State 1,396 984 492
------ ------- -------
7,835 5,053 3,131
Deferred 482 (1,393) (2,662)
Federal tax rate change ---- 748 ----
------ ------- -------
Total $8,317 $4,408 $469
</TABLE>
In the fourth quarter of fiscal 1993, the Company revised its
estimated annual effective tax rate to reflect the change in the
Federal statutory rate from 34% to 35%. The effect of this change
was to increase income tax expense for 1993 by $880,000. Of this
amount, $748,000 related to applying the newly enacted statutory
income tax rate to the deferred income tax liability.
A reconciliation between the amount of reported income tax
provision and the amount computed at the statutory Federal income
tax rate follows (in thousands):
<TABLE>
<CAPTION>
1994 1993 1992
----- ----- -----
<S> <C> <C> <C>
Amount computed at
statutory Federal rate $8,936 $4,234 $1,470
Effect of percentage depletion (1,578) (1,151) (1,216)
State income taxes (net of
Federal income tax benefit) 811 384 51
Federal tax rate change ---- 748 ----
Other, net 148 193 164
----- ------- -------
Provision for income taxes $8,317 $4,408 $469
</TABLE>
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used
for income tax purposes. The components of deferred taxes at
September 30 include (in thousands):
<TABLE>
<CAPTION>
1994 1993
----- -----
<S> <C> <C>
Deferred tax assets:
Insurance reserves $2,258 $2,557
Other accrued liabilities 5,821 3,930
Credit carryover 902 2,021
Other 953 1,398
Valuation allowance ---- (380)
______ ______
Total 9,934 9,526
Deferred tax liabilities:
Basis difference in property,
plant and equipment 36,486 36,592
Other 508 1,315
______ ______
Total 36,994 37,907
______ ______
$27,060 $28,381
</TABLE>
There was no change in the valuation allowance for fiscal 1993.
At September 30, 1994, for state income tax purposes the Company,
through certain of its subsidiaries, had available certain loss
carryforwards. The benefit that the Company may receive from
these carryforwards is not material.
8. EMPLOYEE BENEFITS. The Company and its subsidiaries have a
number of retirement plans which
cover substantially all employees.
Certain of the Company's subsidiaries have noncontributory
defined benefit retirement plans covering certain employees. The
benefits are based on years of service and the employee's highest
average compensation for any five (or in the case of one plan
three) consecutive years of service. Plan assets are invested in
mutual funds, listed stocks and bonds and cash equivalents. The
Company's funding policy is to fund annually within the limits
imposed by the Employee Retirement Income Security Act.
Net periodic pension cost (income) for fiscal years ended
September 30 included the following components (in thousands):
<TABLE>
<CAPTION>
1994 1993 1992
----- ----- -----
<S> <C> <C> <C>
Service cost-benefits earned during the period $611 $635 $531
Interest cost on projected benefit obligation 1,046 1,081 1,021
Actual return on assets 900 (2,115) (1,517)
Net amortization and deferral (2,447) 802 233
Charge resulting from termination benefits ---- ---- 102
Curtailment gain (174) ---- ----
______ _____ ________
Net periodic pension cost (income) ($64) $403 $370
</TABLE>
Assumptions used in determining the net periodic pension cost may
vary by plan and are summarized as follows:
<TABLE>
<CAPTION>
1994 1993 1992
----- ----- -----
<S> <C> <C> <C>
Discount rate 8% 7% 7.75%-8%
Rate of increase in compensation levels 5.25% 5% 6%
Expected long-term rate of return on assets 9% 9% 8%-9%
</TABLE>
The following table sets forth the plans' funded status and
amounts recognized in the Company's consolidated balance sheet at
September 30 (in thousands):
<TABLE>
<CAPTION>
1994 1993
----- -----
Assets Accumulated Assets Accumulated
Exceed Benefits Exceed Benefits
Accumulated Exceed Accumulated Exceed
Benefits Assets Benefits Assets
________ ________ ________ ________
<S> <C> <C> <C> <C>
Actuarial present value of
vested benefit obligations ($2,528) ($9,913) ($2,682) ($10,651)
______ _______ ______ ______
Accumulated benefit
obligation ($2,535) ($10,012) ($2,694) ($10,852)
______ _______ ______ ______
Projected benefit obligation ($3,216) ($11,064) ($3,582) ($12,092)
Plan assets at fair value 4,914 10,170 4,978 11,940
_______ ________ _______ ______
Projected benefit obligation
(in excess of) or less
than plan assets 1,698 (894) 1,396 (152)
Unrecognized net (gain)
or loss (31) (873) 57 (1,504)
Unrecognized net
obligation (asset) (863) ---- (949) -----
Unrecognized prior
service cost 182 162 198 220
______ _______ ______ ______
Prepaid pension cost
(pension liability) $986 ($1,605) $702 ($1,436)
</TABLE>
Union employees are covered by multi-employer plans not
administered by the Company. Payments of $275,000, $279,000 and
$517,000 were made to these plans during 1994, 1993 and 1992,
respectively.
Additionally, the Company and certain subsidiaries have
savings/profit sharing plans for the benefit of qualified
employees. The savings feature of the plans incorporates the
provisions of Section 401(k) of the Internal Revenue Code. Under
the savings feature of the plans, eligible employees may elect to
save a portion (within limits) of their compensation on a tax
deferred basis. The Company contributes to a participant's
account an amount equal to 50% (with certain limits) of the
participant's contribution. Additionally, the Company and certain
subsidiaries may make annual contributions to the plans as
determined by the Board of Directors, with certain limitations.
The plans provide for deferred vesting with benefits payable upon
retirement or earlier termination of employment. The total cost
of the plans was $2,648,000 in 1994; $1,445,000 in 1993 and
$1,044,000 in 1992.
The Company has a management security plan for certain officers
and key employees. The accruals for future benefits are based
upon the remaining years to retirement of the participating
employees. The Company has purchased life insurance on the lives
of the participants and it is the owner and beneficiary of such
policies. The expense for fiscal 1994, 1993 and 1992 was
$1,160,000, $1,038,000 and $738,000, respectively.
The Company and one of its subsidiaries provide certain health
care and life insurance benefits for retired employees. Employees
may become eligible for those benefits if they were employed by
the Company prior to December 10, 1992, have 15 years of service
and reach retirement age while working for the Company. The plans
are contributory and unfunded.
Effective as of the beginning of fiscal 1993, the Company adopted
Financial Accounting Standards Board Statement No. 106
"Employers' Accounting for Postretirement Benefits Other Than
Pensions". Under this new statement, the Company is required to
accrue the estimated cost of retiree health and life insurance
benefits over the years that the employees render service. The
Company previously expensed the cost of these benefits as claims
were paid.
At the effective date of adoption, October 1, 1992, the
Accumulated Postretirement Benefit Obligation ("APBO"), the
discounted present value of estimated future benefits attributed
to employees' service rendered prior to October 1, 1992, amounted
to $15,505,000, which the Company has elected to amortize over 20
years. The effect of adopting the new statement on fiscal 1993
was to reduce income before income taxes by $2,039,000 and net
income by $1,252,000 ($.14 per share).
The following table sets forth the plans' combined status
reconciled with the accrued postretirement benefit cost included
in the Company's consolidated balance sheet at September 30 (in
thousands):
<TABLE>
<CAPTION>
1994 1993
----- -----
<S> <C> <C>
Accumulated postretirement benefit obligations:
Retirees $1,680 $3,705
Fully eligible active participants 597 1,606
Other active participants 677 7,376
______ ______
Total APBO 2,954 12,687
Unrecognized net loss from past experience
different from that assumed and from
changes in assumptions (1,377) (1,560)
Unrecognized prior service costs 894 ----
Unrecognized transition obligation ---- (9,088)
______ ______
Accrued postretirement benefit cos $2,471 $2,039
</TABLE>
Net periodic postretirement benefit cost for fiscal 1994 and 1993
includes the following components (in thousands):
<TABLE>
<CAPTION>
1994 1993 1992
----- ----- -----
<S> <C> <C> <C>
Service cost of benefits earned during the period $260 $678
Interest cost on APBO 380 1,008
Net amortization and deferral (127) ----
Amortization of transition obligation over 20 years 120 628
______ ______
Net periodic postretirement benefit cost $633 $2,314
</TABLE>
The cost of these programs in fiscal 1992 was $567,000.
The discount rate used in determining the Net Periodic
Postretirement Benefit Cost and the APBO was 8% at September 30,
1994 and 7% at September 30, 1993. The health care costs trend
used in determining the APBO in 1994 was 11.3% grading down to 6%
in year 9 and later for pre-age 65 costs and 9.6% grading down to
6% over 9 years for post-age 65 costs.
Effective January 1, 1994, the Company's share of retiree health
care was capped at the 1993 dollar level. Therefore, the effect
of a 1% increase in the assumed health care cost trend rates
would have no effect on the APBO as of September 30, 1994, and a
minimal effect on the service and interest cost components of the
Net Periodic Postretirement Benefit Cost.
9. LEASES. Certain plant sites, office space and equipment are
rented under operating leases. Total rental expense, excluding
mineral leases, for fiscal 1994, 1993 and 1992 was $3,465,000,
$3,965,000 and $6,200,000, respectively. Future minimum lease
payments under operating leases with an initial or remaining
noncancelable term in excess of one year, exclusive of mineral
leases, at September 30, 1994 are as follows: 1995 -$1,826,000;
1996 - $1,356,000; 1997 - $1,146,000; 1998 - $1,110,000; 1999 -
$1,112,000; after 1999 - $9,834,000. Certain leases include
options for renewal. Most leases require the Company to pay for
utilities, insurance and maintenance.
The Company has a long-term lease, which may not be cancelled
prior to September 1, 1998, with FRPP for sand reserves near
Grandin, Florida. Under the lease the Company will pay minimum
royalties of $1,000,000 per year.
10.GAIN (LOSS) ON SALE OF ASSETS. In fiscal 1994 the Company sold
certain real estate which resulted in a loss of $313,000. In
August 1993 the Company sold its S&G Concrete Co.'s North
Carolina ready mixed concrete assets for cash and reported a gain
of $2,715,000. Also, in fiscal 1993 the Company sold other land
which resulted in a gain of $51,000.
11. FAIR VALUES OF FINANCIAL INSTRUMENTS. At September 30, 1994
and 1993 the carrying amount reported in the balance sheet for
cash and cash equivalents, notes receivable, short-term notes
payable to banks, revolving credit and industrial development
revenue bonds approximate their fair value. The fair values of
the Company's other long-term debt are estimated using discounted
cash flow analysis, based on the Company's current incremental
borrowing rates for similar types of borrowing arrangements. At
September 30, 1994 the carrying amount and fair value of such
other long-term debt was $2,814,000 and $3,040,000, respectively.
At September 30, 1993 the carrying amount and fair value of such
other long-term debt was $11,017,000 and $11,804,000,
respectively.
12. CONTINGENT LIABILITIES. 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, are expected to have a
materially adverse effect on the Company's consolidated financial
statements.
The Company has retained certain self-insurance risks with
respect to losses for third party liability and property damage.
The Company has been advised of soil and groundwater
contamination by petroleum products in the vicinity of an
underground storage tank on a site owned by the Company. The
contaminated soil and groundwater will have to be remediated in
accordance with state and federal laws. An environmental
consulting firm is investigating the site and has submitted a
Contamination Assessment Report ("CAR") to the Florida Department
of Environmental Protection ("DEP") for their review and
approval. Following DEP approval of the CAR, a Remedial Action
Plan will be developed and submitted to the DEP for approval. The
consultants' estimate of the cost of remediation on similar
non-Company sites ranges from $200,000 to $1,000,000. At
September 30, 1994, the Company had recorded a liability for
$400,000; it has not recorded any potential claims that it may
have against the former owner of the site or through the Florida
Petroleum Liability Insurance and Restoration Program and/or the
Florida Abandoned Tank Restoration Program. Because of the
uncertainties associated with environmental assessment and
remediation activities, future expenses to remediate the
currently identified site could be considerably higher than the
accrued liability. However, the Company believes that the cost of
remediation will not have a materially adverse effect upon its
financial condition or earnings.
In May of 1993 the National Labor Relations Board ("NLRB") issued
a Complaint against a subsidiary of the Company (herein the
"Subsidiary") based on unfair labor practice charges previously
filed by Teamsters Local 639. The Complaint seeks an order from
the NLRB requiring the Subsidiary to recognize the Teamsters as
its employees' exclusive collective bargaining representative, to
restore certain previous terms and conditions of employment and
to make whole the affected employees and certain employee benefit
plans for losses as a result of changes
in terms and conditions of employment made by the Subsidiary. The
Subsidiary has denied such charges and is vigorously defending
its position. In April of 1994, an Administrative Law Judge
("ALJ") of the NLRB issued a Recommended Decision and Order
recommending a ruling against the Subsidiary's position and
recommending the relief sought in the Complaint. The Subsidiary
has filed an appeal with the NLRB. The ultimate liability, if
any, with respect to this matter cannot reasonably be estimated.
However, it is the opinion of the Company's management that the
ultimate disposition of this matter will not have a material
adverse effect on the Company's financial statements.
13. COMMITMENTS. At September 30, 1994, the Company had placed
orders and was committed to purchase equipment costing
approximately $4,000,000.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Florida Rock Industries, Inc.
We have audited the accompanying consolidated balance sheet of
Florida Rock Industries, Inc. and its subsidiary companies as of
September 30, 1994, and the related consolidated statements of
income, stockholders' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit. The
consolidated financial statements as of September 30, 1993 and
for each of the two years in the period ended September 30, 1993,
were audited by other auditors whose report, dated November 30,
1993, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. 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 consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Florida Rock Industries, Inc. and its subsidiary
companies at September 30, 1994, and the results of their
operations and their cash flows for the year then ended in
conformity with generally accepted accounting principles.
As discussed in Note 8 to the consolidated financial statements,
in 1993 the Company changed its method of accounting for
postretirement benefits other than pensions.
Deloitte & Touche LLP
Jacksonville, Florida
December 1, 1994
<PAGE>
DIRECTORS AND OFFICERS
DIRECTORS
Thompson S. Baker (1)
Chairman Emeritus of the Company
Edward L. Baker (1)
Chairman of the Board and Chief Executive Officer of the Company
John D. Baker II (1)
President of the Company
Thompson S. Baker II
Vice President of the Company
Alvin R. (Pete) Carpenter
President and Chief Executive Officer of CSX Transportation, Inc.
Charles H. Denny III
Investments
AIbert D. Ernest, Jr. (2) (3)
President of Albert Ernest Enterprises
Luke E. Fichthorn III (2)
Private Investment Banker, Twain Associates and Chairman of the
Board and Chief Executive Officer of Bairnco Corporation
Frank M. Hubbard (2) (3)
Chairman of the Board of A. Friends' Foundation Trust
Francis X. Knott
Chief Executive Officer of Partners Management Company
Henry J. Knott
President of Severn River Construction Co.
Radford D. Lovett (2) (3)
Chairman of the Board of Commodores Point Terminal Corp.
W. Thomas Rice (2) (3)
Chairman Emeritus of Seaboard Coast Line Industries, Inc.
C. J. Shepherdson
Vice President of the Company
(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
OFFICERS
Edward L. Baker
Chairman of the Board and Chief Executive Officer
John D. Baker II
President
H. B. Horner
Executive Vice President
C. J. Shepherdson
Vice President
Chairman, Northern Concrete Group
Donald L. Bloebaum
Vice President
President, Aggregates Group
S. Robert Hays
Vice President
President, Florida Concrete Group
Thompson S. Baker II
Vice President
President, The Arundel Corporation
Clarron E. Render, Jr.
Vice President
President, Northern Concrete Group
Robert C. Peace
Vice President
Executive Vice President, Aggregates Group
Ruggles B. Carlson
Vice President and Treasurer
Finance
Dennis D. Frick
Secretary
Corporate Counsel
Wallace A. Patzke, Jr.
Controller
John W. Green
Assistant Secretary
Director of Corporate Credit
Florida Rock Industries, Inc.
General Office: 155 East 21st Street
Jacksonville, Florida 32206
Telephone: (904) 355-1781
Annual Meeting
Shareholders are cordially invited to attend the Annual
Stockholders Meeting which will be held at 9 a.m. local time, on
Wednesday, February 1, 1995, at the general offices of the
Company, 155 East 21st Street, Jacksonville, Florida.
Transfer Agent
First Union National Bank of North Carolina
230 South Tryon Street, 10th Floor
Charlotte, NC 28288-1154
Telephone: 1-800-829-8432
General Counsel
Ulmer, Murchison, Ashby & Taylor
Jacksonville, Florida
Independent Auditors
Deloitte & Touche LLP
Jacksonville, Florida
Common Stock Listed
American Stock Exchange (symbol: FRK)
Form 10-K
Stockholders may receive without charge a copy of Florida Rock
Industries, Inc.'s annual report to the Securities and Exchange
Commission on Form 10-K by writing to the Treasurer at P.O. Box
4667, Jacksonville, Florida 32201.
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