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 March 31, 1994
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 May 1, 1994: 9,486,782 shares of $.10 par value
common stock.<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
(In thousands)
(Unaudited)
March 31, September 30,
1994 1993
ASSETS
Current assets:
Cash and cash equivalents $ 191 $ 4,069
Accounts and notes receivable, less
allowance for doubtful accounts of
$1,890 ($1,428 at September 30, 1993) 36,870 41,931
Inventories:
Finished products 20,173 19,034
Raw materials 3,348 2,962
Parts and supplies 1,056 1,109
Total inventories 24,577 23,105
Prepaid expenses and other 5,540 3,912
Total current assets 67,178 73,017
Other assets 26,483 29,257
Property, plant and equipment, at cost:
Land 103,412 103,423
Plant and equipment 349,902 344,852
453,314 448,275
Less accumulated depreciation,
depletion and amortization 248,467 238,165
Net property, plant and equipment 204,847 210,110
$298,508 $312,384
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term notes payable to banks $ 9,200 $ 10,200
Accounts payable 23,228 21,906
Accrued income taxes - 2,403
Accrued liabilities 10,014 10,778
Long-term debt due within one year 10,376 6,746
Total current liabilities 52,818 52,033
Long-term debt 21,428 43,877
Deferred income taxes 29,064 30,734
Other accrued liabilities 14,787 14,146
Stockholders' equity:
Preferred stock, no par value;
10,000,000 shares authorized - -
Common stock, $.10 par value;
50,000,000 shares authorized,
9,486,809 shares issued (9,288,708 at
September 30, 1993) 949 929
Capital in excess of par value 17,387 11,430
Retained earnings 162,075 161,268
Less cost of treasury stock, 27
shares (93,208 shares at September
30, 1993) - (2,033)
Total stockholders' equity 180,411 171,594
$298,508 $312,384
See accompanying notes.<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENT OF INCOME
(In thousands except per share amounts)
(Unaudited)
Three Months Ended Six Months Ended
March 31 March 31
1994 1993 1994 1993
Net sales $66,995 $63,771 $142,901 $130,628
Cost of sales 58,324 57,136 122,228 116,482
Gross profit 8,671 6,635 20,673 14,146
Selling, general and
administrative expense 7,884 6,996 15,064 13,905
Operating profit 787 (361) 5,609 241
Interest expense (517) (692) (1,147) (1,362)
Interest income 94 118 218 249
Other income, net (12) 186 77 200
Income before income taxes 352 (749) 4,757 (672)
Provision (benefit) for
income taxes 118 (196) 1,581 (177)
Net income $ 234 ($ 553) $ 3,176 ($ 495)
Per common share:
Income $.02 ($.06) $.34 ($.05)
Cash dividends $. - $. - $.25 $.25
Weighted average number of
shares 9,554,700 9,199,254 9,473,369 9,195,862
See accompanying notes
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED MARCH 31, 1994 AND 1993
(In thousands)
(Unaudited)
1994 1993
Cash flows from operating activities:
Net income $ 3,176 ($ 495)
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation, depletion and amortization 12,748 13,008
Net changes in operating assets and liabilities:
Decrease in accounts receivable 4,645 3,818
Increase in inventories (1,472) (1,279)
Increase in prepaid expenses and other (1,020) (106)
Decrease in accounts payable and accrued
liabilities (1,634) (277)
Decrease in deferred income taxes (1,847) (699)
Gain on disposition of property, plant and
equipment (48) (573)
Other, net 208 19
Net cash provided from operating activities 14,756 13,416
Cash flows from investing activities:
Purchase of property, plant and equipment (7,309) (11,359)
Proceeds from the sale of property, plant and
equipment 135 568
Proceeds from the disposition of other assets 710 480
Collections of notes receivable 2,759 82
Additions to other assets and other (750) (180)
Net cash used in investing activities (4,455) (10,409)
Cash flows from financing activities:
Net increase (decrease) in short-term debt (1,000) 2,000
Repayment of debt (10,816) (3,075)
Exercise of employee stock options 10 -
Repurchase of Company stock (1) (64)
Payment of dividends (2,372) (2,299)
Net cash used in financing activities (14,179) (3,438)
Net decrease in cash and cash equivalents (3,878) (431)
Cash and cash equivalents at beginning of year 4,069 1,201
Cash and cash equivalents at end of period $ 191 $ 770
See accompanying notes.<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1994
(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 during the six months ended March 31, 1994 and 1993 for
certain expense items are (in thousands):
1994 1993
Interest expense, net of
amount capitalized $1,629 $1,600
Income taxes $6,261 $ 544
The following schedule summarizes noncash investing and financing
activities for the six months ended March 31, 1994 and 1993 (in
thousands):
1994 1993
Additions to property, plant
and equipment from:
Exchanges $ 12 $ 61
Issuing debt $ - $ 364
Issuing of common stock in
payment of note payable $8,000
MANAGEMENT'S DISCUSSION AND ANALYSIS
Operating Results
In the second quarter and first six months of fiscal 1994, ended March
31, 1994, consolidatd net sales increased 5% and 9%, respectively, from
the same periods last year in spite of the unusually severe winter which<PAGE>
slowed construction activity in the Company's Georgia, Virginia and
Maryland markets. The increases in sales were attributable to higher
volumes in certain products in certain markets coupled with modest price
improvement in some products in certain markets.
Gross profit and gross profit margin improved as a result of the
increased sales and the many actions taken by management during the past
several quarters to reduce costs.
Selling, general and administrative expenses were up in both current
periods due to increased sales and the impact of profit sharing and
incentive compensation which are linked to profitability.
The decrease in interest expense in the current periods is due
principally to a lower average debt outstanding and lower average
interest rate.
The decrease in interest income in the current periods is due principally
to a reduction in notes receivable.
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.
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
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 appealed each of the aforesaid orders for
summary judgment. On April 19, 1994, the North Carolina Court of Appeals
affirmed the Summary Judgement granted as to each defendant. The Estate
has the right to appeal this decision to the North Carolina Supreme
Court. This matter has been previously reported in the 10-Q for the
quarters ending December 31, 1990, and March 31, 1993 and in the 10-K for
the years ending September 30, 1991 and September 30, 1993.
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 March 31, 1994.
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.
May 10, 1994 FLORIDA ROCK INDUSTRIES, INC.
RUGGLES B. CARLSON
Ruggles B. Carlson
Vice President-Finance
and Treasurer
(Principal Financial and
Accounting Officer)
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1994
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
<PAGE>
Exhibit (11)
FLORIDA ROCK INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
THREE MONTHS SIX MONTHS
ENDED MARCH 31 ENDED MARCH 31
1994 1993 1994 1993
Net income (loss) $ 234,000 ($553,000) $3,176,000 ($495,000)
Common shares:
Weighted average
shares outstanding
during the period 9,486,720 9,195,533 9,413,035 9,195,862
Shares issuable under
stock options which
are potentially
dilutive and affect
primary earnings per
share 67,980 3,721 60,334 -
Maximum potential
shares includable in
computation of
primary earnings per
share 9,554,700 9,199,254 9,473,369 9,195,862
Additional shares
issuable under stock
options which are
potentially dilutive
and affect fully
diluted earnings per
share - 7,490 - 11,283
Maximum potential
shares included in
computation of fully
diluted earnings per
share 9,554,700 9,206,744 9,473,369 9,207,145
Primary earnings
(loss) per
common share $.02 ($.06) $.34 ($.05)
Fully diluted
earnings (loss) per
common share (a) $.02 ($.06) $.34 ($.05)
(a) Fully diluted earnings per common share are not presented on the income
statement since the potential affect would have been less than 3% dilutive.
