FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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)
904/355-1781
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's
classes of common stock, as of February 1, 1994: 9,486,694 shares of
$.10 par value common stock.
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FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
(In thousands)
(Unaudited)
December 31, September 30,
1993 1993
ASSETS
Current assets:
Cash and cash equivalents $ 3,578 $ 4,069
Accounts and notes receivable, less
allowance for doubtful accounts of
$1,557 ($1,428 at September 30, 1993) 37,811 41,931
Inventories:
Finished products 18,770 19,034
Raw materials 3,130 2,962
Parts and supplies 1,056 1,109
Total inventories 22,956 23,105
Prepaid expenses and other 5,226 3,912
Total current assets 69,571 73,017
Other assets 27,079 29,257
Property, plant and equipment, at cost:
Land 103,321 103,423
Plant and equipment 347,192 344,852
450,513 448,275
Less accumulated depreciation,
depletion and amortization 243,827 238,165
Net property, plant and equipment 206,686 210,110
$303,336 $312,384
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term notes payable to banks $ 8,500 $ 10,200
Accounts payable 18,802 21,906
Dividends payable 2,371 -
Accrued income taxes 3,394 2,403
Accrued liabilities 7,987 10,778
Long-term debt due within one year 9,330 6,746
Total current liabilities 50,384 52,033
Long-term debt 27,544 43,877
Deferred income taxes 30,741 30,734
Other accrued liabilities 14,501 14,146
Stockholders' equity:
Preferred stock, no par value;
10,000,000 shares authorized - -
Common stock, $.10 par value;
50,000,000 shares authorized,
9,486,409 shares issued (9,288,708 at
September 30, 1993) 949 929
Capital in excess of par value 17,378 11,430
Retained earnings 161,839 161,268
Less cost of treasury stock, 15
shares (93,208 shares at September 30,
1993) - (2,033)
Total stockholders' equity 180,166 171,594
$303,336 $312,384
See accompanying notes.
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FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENT OF INCOME
(In thousands except per share amounts)
(Unaudited)
Three Months Ended
December 31
1993 1992
Net sales $75,906 $66,857
Cost of sales 63,904 59,346
Gross profit 12,002 7,511
Selling, general and
administrative expense 7,180 6,909
Operating profit 4,822 602
Interest expense (630) (670)
Interest income 124 131
Other income net 89 14
Income before income taxes 4,405 77
Provision for income taxes 1,463 19
Net income $ 2,942 $ 58
Per common share:
Income $.31 $.01
Cash dividends $.25 $.25
Weighted average number
of shares 9,391,610 9,196,184
See accompanying notes.
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FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 1993 AND 1992
(In thousands)
(Unaudited)
1993 1992
Cash flows from operating activities:
Net income $ 2,942 $ 58
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation, depletion and amortization 6,451 6,473
Net changes in operating assets and liabilities:
Decrease in accounts receivable 6,121 3,970
Decrease in inventories 149 306
Increase in prepaid expenses and other (1,315) (773)
Decrease in accounts payable and accrued
liabilities (4,542) (2,372)
Decrease in deferred income taxes - (173)
Gain on disposition of property, plant and
equipment (15) (346)
Other, net 5 (2)
Net cash provided from operating activities 9,796 7,141
Cash flows from investing activities:
Purchase of property, plant and equipment (2,917) (4,842)
Proceeds from the sale of property, plant and
equipment 118 320
Proceeds from the disposition of other assets - 423
Collections of notes receivable 67 54
Additions to other assets and other (106) (93)
Net cash used in investing activities (2,838) (4,138)
Cash flows from financing activities:
Net increase (decrease) in short-term debt (1,700) 2,000
Repurchase of Company stock - (64)
Repayment of debt (5,749) (2,766)
Payment of dividends - (2,299)
Net cash used in financing activities (7,449) (3,129)
Net decrease in cash and cash equivalents (491) (126)
Cash and cash equivalents at beginning of year 4,069 1,201
Cash and cash equivalents at end of period $ 3,578 $ 1,075
See accompanying notes.
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FLORIDA ROCK INDUSTRIES, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 1993
(Unaudited)
(1) Basis of Presentation
The accompanying consolidated condensed financial statements
include the accounts of the Company and its subsidiaries. These
statements have been prepared in accordance with the Company's
regular accounting practices and include all normal recurring
accruals and adjustments. In the opinion of Company management,
all adjustments necessary for a fair statement of the results for
the interim periods have been made. Results for interim periods
should not be regarded as necessarily indicative of results for a
full year.
(2) Earnings Per Share
Earnings per share are based on the weighted average number of
common shares outstanding and common stock equivalents, where
applicable, during the periods. Fully diluted earnings per share
are not reported because their effect would have been less than
3% dilutive.
(3) Supplemental Disclosures of Cash Flow Information.
Cash paid (received) during the three months ended December 31,
1993 and 1992 for certain expense items are (in thousands):
1993 1992
Interest expense, net of
amount capitalized $1,125 $1,001
Income taxes $ 464 ($ 202)
The following schedule summarizes noncash investing and financing
activities for the nine months ended December 31, 1993 and 1992
(in thousands):
1993 1992
Additions to property, plant
and equipment from:
Exchanges $ 11 $ 11
Issuance of debt $ - $ 364
Issuing of common stock in
payment of note payable $8,000
MANAGEMENT'S DISCUSSION AND ANALYSIS
Operating Results
In the first quarter of fiscal 1994, ended December 31, 1993,
consolidated net sales increased 13% from the same period last year.
The increase in sales was primarily attributed to higher volumes in
most of the Company's markets with modest price improvement in some
markets due to improving demand for construction products in most
markets. In
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the first quarter, gross profit increased 60% and gross profit margin
increased to 15.8% from 11.2%. The increases resulted principally
from the sales increase.
Selling, general and administrative expenses were down approximately
3% for the quarter as a result of the continuing efficiencies being
realized from the consolidation of operations. However, total
selling, general and administrative expense for the current period
increased due to the impact of profit sharing and incentive
compensation that are linked directly to profitability.
The decrease in interest expense in the current period is due
principally to a lower average debt outstanding and lower average
interest rate.
The sales recovery expected for fiscal 1994 is taking place.
Commercial construction markets remain overbuilt and are not expected
to show any meaningful signs of recovery for some time to come.
Construction of single-family homes has recovered to reasonable
levels. Infrastructure programs are expected to grow modestly.
The Company expects a continued recovery through the balance of this
year.
Financial Condition
The Company continues to maintain its sound financial condition with
sufficient resources to meet anticipated capital expenditures and
other operating requirements.
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 Note 13 to the
consolidated financial statements included in the Company's 1993
Annual Report to stockholders and in Item 3 "Legal Proceedings" of the
Company's Form 10-K for fiscal 1993, and such information is
incorporated herein by reference.
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The response to this item is submitted as a separate
section entitled "Exhibit Index" on page 7 of this Form 10-Q.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed during
the three months ended December 31, 1993.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
February 1, 1994 FLORIDA ROCK INDUSTRIES, INC.
RUGGLES B. CARLSON
Ruggles B. Carlson
Vice President-Finance
and Treasurer
(Principal Financial and
Accounting Officer)
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FLORIDA ROCK INDUSTRIES, INC.
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1993
EXHIBIT INDEX
Page No.in
Sequential
Numbering
(4)(a) 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 September 30, 1990. File No.
1-7159.
(4)(b) 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 September 30, 1992. File No.
1-7159.
(4)(c) 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.
(11) Computation of earnings per share. 9
Exhibit (11)
FLORIDA ROCK INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
THREE MONTHS ENDED DECEMBER 31
1993 1992
Net income $2,942,000 $ 58,000
Common shares:
Weighted average shares out-
standing during the period 9,340,952 9,196,184
Shares issuable under stock
options which are potentially
dilutive and affect primary
earnings per share 50,658 -
Maximum potential shares in-
cludable in computation of
primary earnings per share 9,391,610 9,196,184
Additional shares issuable
under stock options which
are potentially dilutive
and affect fully diluted
earnings per share 7,072 -
Maximum potential shares
included in computation of
fully diluted earnings per
share 9,398,682 9,196,184
Primary earnings (loss) per
common share $.31 $.01
Fully diluted earnings
per common share (a) $.31 $.01
(a) Fully diluted earnings per common share are not presented on the income
statement since the potential effect would have been less than 3%
dilutive.
