<PAGE>
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, 1998
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, 1999: 18,863,667 shares of $.10 par
value common stock.
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
(In thousands)
(Unaudited)
December 31, September 30,
1998 1998
ASSETS
Current assets:
Cash and cash equivalents $ 4,207 4,457
Accounts and notes receivable, less
allowance for doubtful accounts of
$1,281 ($1,121 at September 30, 1998) 64,498 65,334
Inventories 22,924 25,535
Prepaid expenses and other 5,372 5,281
Total current assets 97,001 100,607
Other assets 28,305 29,894
Property, plant and equipment, at cost:
Land 119,238 120,076
Plant and equipment 477,306 477,846
Construction in process 75,584 45,091
672,128 643,013
Less accumulated depreciation,
depletion and amortization 328,732 321,958
Net property, plant and equipment 343,396 321,055
$ 468,702 451,556
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term notes payable to banks $ 18,800 8,500
Accounts payable 41,885 38,783
Dividends payable 2,357 --
Accrued income taxes 5,333 3,715
Accrued payroll and benefits 4,893 11,913
Accrued insurance reserve 3,898 2,660
Accrued liabilities, other 6,532 6,891
Long-term debt due within one year 1,897 2,324
Total current liabilities 85,595 74,786
Long-term debt 22,656 23,935
Deferred income taxes 28,564 28,564
Accrued employee benefits 12,796 12,440
Long-term accrued insurance reserves 6,463 6,463
Other accrued liabilities 5,552 5,482
Stockholders' equity:
Preferred stock, no par value; 10,000,000
shares authorized, none issued - -
Common stock, $.10 par value; 50,000,000
shares authorized, 18,974,618 shares issued 1,897 1,897
Capital in excess of par value 18,835 18,796
Retained earnings 289,604 281,882
Less cost of treasury stock, 122,662
shares (108,662 shares at September
30, 1998) (3,260) (2,689)
Total stockholders' equity 307,076 299,886
$ 468,702 451,556
See accompanying notes.<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENT OF INCOME
(In thousands except per share amounts)
(Unaudited)
Three Months ended
December 31,
1998 1997
Net sales $143,123 111,624
Cost of sales 109,900 89,860
Gross profit 33,223 21,764
Selling, general and administrative expense:
Selling, general and administrative 12,470 10,569
System upgrades/Year 2000 costs 1,450 -
Total selling, general and
administrative 13,920 10,569
Operating profit 19,303 11,195
Interest expense (4) (165)
Interest income 127 235
Settlement of interest rate hedge agreements (4,214) -
Other income, net 342 102
Income before income taxes 15,554 11,367
Provision for income taxes 5,475 4,001
Net income $ 10,079 7,366
Earnings per share:
Basic $.53 .39
Diluted $.52 .38
Cash dividends per common share $.125 .125
Weighted average shares used
in computing earnings per share:
Basic 18,862 18,802
Diluted 19,210 19,163
See accompanying notes.<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 1998 AND 1997
(In thousands)
(Unaudited)
1998 1997
Cash flows from operating activities:
Net income $10,079 7,366
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation, depletion and amortization 8,656 7,493
Net changes in operating assets and
liabilities:
Accounts receivable 836 7,263
Inventories 2,611 (35)
Prepaid expenses and other (90) 509
Accounts payable and accrued liabilities (994) (4,225)
Decrease in deferred income taxes - (888)
Gain on disposition of property, plant and
equipment (451) (9)
Other, net (9) 473
Net cash provided by operating activities 20,638 17,947
Cash flows from investing activities:
Purchase of property, plant and equipment (28,689) (21,292)
Proceeds from the sale of property, plant and
equipment 539 175
Additions to other assets (803) (309)
Proceeds from the disposition of other assets - 29
Collections of notes receivable 3 26
Net cash used in investing activities (28,950) (21,371)
Cash flows from financing activities:
Net increase (decrease) short-term debt 10,300 (300)
Repayment of long-term debt (1,706) (705)
Exercise of employee stock options 250 601
Repurchase of Company stock (782) -
Net cash provided by (used in)financing activities 8,062 (404)
Net decrease in cash and cash equivalents (250) (3,828)
Cash and cash equivalents at beginning of year 4,457 18,433
Cash and cash equivalents at end of period $ 4,207 $14,605
See accompanying notes.<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31,1998
(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 generally accepted accounting
principles for interim financial information and the instructions to
Form 10-Q and do not include all the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a
fair presentation of the results for the interim period have been
included. Operating results for the three months ended December 31,
1998, are not necessarily indicative of the results that may be
expected for the fiscal year ended September 30, 1999. The
accompanying consolidated financial statements and the information
included under the heading "Management's Discussion and Analysis"
should be read in conjunction with the consolidated financial
statements and related notes of Florida Rock Industries, Inc. for the
year ended September 30, 1998.
(2) Inventories
Inventories consisted of the following (in thousands):
December 31, September 30,
1998 1998
Finished products $ 17,843 20,683
Raw materials 4,192 4,096
Parts and supplies 889 756
$ 22,924 25,535
(3) Interest Rate Hedge Agreements
In anticipation of obtaining a financing commitment to provide
capital for various projects and equipment, the Company entered into
interest rate hedge agreements for a notional amount of $70,000,000
with a settlement date of December 31, 1998 in an attempt to manage
the interest rate risk associated with securing a long-term fixed
rate at a future date. A number factors were taken into account
with respect to the specific timing associated with securing a firm
financing commitment. Among those was the timing associated with
management's expectations of when the cash is required for the
capital outlays. The Company originally anticipated a firm financing
commitment would be arranged with a private placement offering during
the first or second quarter of fiscal 1999.
On December 31, 1998, the Company settled the agreements pursuant to
the contracts and on January 4, 1999 made a payment of $4,214,000.
As a result of changed capital requirements, improved cash flow and
adequate existing credit availability, management decided not to
pursue a commitment for long-term financing. Accordingly, the
settlement cost was expensed in the first quarter of fiscal 1999.
(4) Supplemental Disclosures of Cash Flow Information
Cash paid during the three months ended December 31, 1998 and 1997
for certain expense items are (in thousands):
1998 1997
Interest expense, net of
amount capitalized $ 4 122
Income taxes $ 3,798 1,845
The following schedule summarizes noncash investing and financing
activities for the three months ended December 31, 1998 and 1997
(in thousands):
1998 1997
Additions to property, plant
and equipment from:
Exchanges $ 407 15
Using escrow cash included
in other assets $ 2,191 8,792
(5) The Company and its subsidiaries are subject to legal proceedings and
claims arising out of their businesses that cover a wide range of
matters. Additional information concerning these matters is
presented in Note 12 to the consolidated financial statements
included in the Company's 1998 Annual Report to stockholders and Item
3 "Legal Proceedings" of the Company's Form 10-K for fiscal 1998, and
such information is incorporated herein by reference.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Operating Results
For the first quarter of fiscal 1999, ended December 31, 1999, consolidated net
sales increased 28.2% to $143,123,000 from $111,624,000 in the same quarter
last year. The increase in sales was primarily attributable to strong demand
for construction products coupled with favorable weather in the Company's
markets. Sales also increased as a result of modest price increases in core
products.
Gross profit increased 52.7% to $33,223,000 from $21,764,000 last year. The
increase in gross profit was primarily attributed to higher sales levels.
Gross profit margin increased to 23.2% from 19.5% last year primarily as a
result of the improved sales and lower maintenance and other quarry costs
compared to costs incurred during the first quarter of last year.
Selling, general and administrative expense increased 31.7%. Selling, general
and administrative expense increased to 9.7% of sales from 9.5% last year.
The increase was primarily attributable to the increase in sales, increased
profit sharing and incentive compensation which is linked to profitability,
$1,450,000 of expenses associated with Year 2000 conversion and additional
staffing.
Interest expense declined to $4,000 from $165,000 last year due to an increase
in the amount of interest capitalized this year. For the first quarter of
fiscal 1999, interest capitalized was $516,000 versus $170,000 last year.
As discussed in Note 3, the Company expensed during the first quarter of fiscal
1999 $4,214,000 in conjunction with interest rate hedge agreements.
Year 2000 Conversion. The Company, like most entities relying on automated
data processing, is faced with the task of modifying systems to become Year
2000 compliant. During 1996, the Company began an analysis to determine which
of its business systems were not Year 2000 compliant. During the second quarter
of calendar 1998, the Company completed the development of plans for addressing
its Year 2000 exposure as well as reengineering selective systems to enhance
their functionality. A steering committee has been formed to monitor the
progress of becoming Year 2000 compliant. This committee is comprised of key
personnel from the major functional areas of the Company and meets monthly.
The Committee reports the progress of the Company's Year 2000 conversion to the
Board of Directors.
The Company is in various stages of modifying or replacing both internally
developed and purchased software. The Company has purchased new state of the
art financial and administrative systems software and hardware that is
represented to be Year 2000 compliant. An implementation consultant has been
engaged to assist in replacing the existing major systems. During the first
quarter of calendar 1999, the Company will begin to phase-in modules of the
purchased software. All modules of the purchased software will be implemented
no later than the third quarter of calendar 1999. Substantially all of the
internally generated software is now Year 2000 compliant. The balance will be
Year 2000 compliant in the near future.
The Company is in the process of identifying operating equipment which may be
effected by Year 2000. Once the equipment has been identified testing will
begin to determine if such equipment is Year 2000 compliant.
Vendors, suppliers and customers that are critical to the Company's operations
are in the process of being identified. Questionnaires will be sent to these
entities to determine their state of readiness for Year 2000. The Company
will identify alternative vendors and suppliers as a contingency if any of the
current suppliers do not appear to be taking corrective actions and in case
these entities are not Year 2000 compliant.
The Company, under an agreement with its affiliate, FRP Properties, Inc.
("FRPP"), provides certain administrative services, including automated data
processing to FRPP ("FRPP Services"). The FRPP Services are included within
the scope of the Company's Year 2000 project.
The costs associated with the purchase and installation of the software and
hardware will be capitalized and amortized over the estimated useful life of
the software or hardware. At December 31, 1998, approximately $1,694,000 had
been capitalized. Other costs associated with the project such as selection,
training and reengineering of the existing processes are being expensed as
incurred. The Company has expensed $2,209,000 during fiscal 1998 and
$1,450,000 during the first quarter of 1999 related to this project. Based on
current information, the Company estimates that it will incur an additional
$7,200,000 over the next twelve months as a result of the Year 2000 project of
which approximately 50% will be capitalized.
The Company feels it is addressing in a timely manner the major issues related
to the Year 2000 and any significant disruptive problems in its ability to
conduct its business as a result are unlikely. The Company's contingency
plans will be finalized during the second quarter of calendar 1999. This plan
will assess the risks and possible countermeasures. However, despite efforts
and initiatives undertaken by the Company, total assurance can not be given
that absolute compliance can be achieved. There can be no guarantees that the
computer systems of other entities on which the Company relies will be
converted in a timely manner or that their failure to convert, or a conversion
that is incompatible with the Company's system, will not have an adverse effect
on the Company's business, financial condition and results of operations.
Summary and Outlook. For fiscal 1999 management remains positive in its
outlook of the construction industry and general economic conditions. The
view for residential construction remains favorable in the Company's markets
with the level of activity continuing to vary by region. Non-residential
construction is moving with local supply and demand with evidence that more
speculative construction is underway. Public spending on infrastructure will
increase as a result of the Transportation Equity Act for the 21st Century (TEA
21) which is projected to raise the amount of federal highway spending by an
average of 57% in the Company's markets over previous years funding levels.
The Company anticipates another solid year, weather permitting.
Financial Condition
The Company continues to maintain its financial condition. During January
1999, the Company increased its short-term lines of credit by $10,000,000.
Management believes that the necessary funds for planned capital expenditures
will be obtained through internal generation and borrowing under existing loan
agreements.
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 Item 3 "Legal Proceedings" of the Company's Form 10-K for fiscal
1998 and such information is incorporated herein by reference.
Cement Plant. The Company commenced the construction of the cement plant near
Newberry, Alachua County, Florida in March 1997 with an estimated cost of $100
million. The Company expects the plant to be operational by the fourth quarter
of fiscal 1999. The Company received necessary zoning and permit approvals
from Alachua County and the Florida Department of Environmental Protection.
Lawsuits pertaining to the appeal of the zoning and air permits issued for the
plant were resolved in favor of the Company. A local Alachua County citizens'
Clean Air referendum on the ballot for the November 3, 1998 general election
which would have been adverse to the Company was rejected. On January 22,
1999, the County Comissioners of Alachua County, Florida voted 3-2 to make the
Company's cement plant comply with emissions standards submitted to the county
in November 1994 on the Company's initial special-use permit application. The
Company had revised its submission before approval and issuance by Alachua
County of the special-use permit to incorporate standards approximating those
contained in the air permit issued by the Florida Department of Environmental
Protection. The new Alachua County action on its face requires the Company
to comply with much stricter emission levels than approved by the Florida
Department of Environmental Protection. If this Alachua County action is
enforced and upheld the Company does not believe it could comply. On January
25, 1999 the City Commissioners of Newberry, Florida voted 4-0 to annex the
Company's cement plant site into the city. The Company anticipates that
future land use and zoning matters relating to the cement plant will be under
the jurisdiction of the City of Newberry, initially subject to Alachua County
existing special-use permit zoning with such other conditions, if any, as may
be held to be valid and enforceable.
The Company will continue vigorously to defend its legal and constitutional
rights.
Forward-Looking Statements. Certain matters discussed in this report contain
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from these indicated by such
forward-looking statements. These forward-looking statements relate to, among
other things, capital expenditures, liquidity, capital resources, competition
and the Year 2000 and may be indicated by words or phrases such as
"anticipate," "estimate," "plans," "project," "continuing," "ongoing,"
"expects," "management believes," "the Company believes," "the Company intends"
and similar words or phrases. The following factors are among the principal
factors that could cause actual results to differ materially from the
forward-looking statements: Year 2000 technology issues; availability and terms
of financing; the weather; competition; levels of construction activity in the
Company's markets; fuel costs; transportation costs; inflation; quality and
quantities of the Company's aggregates reserves; and management's ability to
determine appropriate sales mix, plant location and capacity utilization.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Note 12 to the consolidated financial statements included in the Company's 1998
Annual Report to stockholders, and Item 3 "Legal Proceedings" of the Company's
Form 10-K for fiscal 1998 are incorporated herein by reference.
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" starting on page 8 of this Form 10-Q.
(b) Reports on Form 8-K. During the three months ended December 31, 1998,
no reports on Form 8K were filed.
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 5, 1999 FLORIDA ROCK INDUSTRIES, INC.
JAMES J. GILSTRAP
James J. Gilstrap
Vice President, Treasurer
and Chief Financial Officer
WALLACE A. PATZKE, JR.
Wallace A. Patzke, Jr.
Vice President, Controller
and Chief Accounting Officer
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1998
EXHIBIT INDEX
(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)(a)(1) 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)(a)(2) 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)(a)(3) Amendments to the Articles of Incorporation of
Florida Rock Industries, Inc. filed with the
Secretary of the State of Florida on February 7,
1995. Previously filed as appendix to the Company's
Proxy Statement dated December 15, 1994.
(3)(a)(4) Amendment to the Articles of Incorporation of
Florida Rock Industries, Inc. filed with the
Secretary of State of Florida on February 4, 1998.
Previously filed with Form 10-Q for the quarter
ended March 31, 1998. File No. 1-7159.
(3)(b)(1) 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)(b)(2) Amendment to the Bylaws of Florida Rock Industries,
Inc. adopted October 5, 1994. Previously filed
with Form 10-K for the fiscal year ended September
30, 1994. File No. 1-7159.
(3)(b)(3) Amendment to the Bylaws of Florida Rock Industries,
Inc. adopted February 4, 1998. Previously filed
with Form 10-Q for the quarter ended March 31, 1998.
File No.1-7159.
(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. And Articles XIV and XV
previously filed as appendix to the Company's Proxy
Statement dated December 15, 1994. File No. 1-7159.
(4)(b)(1) 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)(b)(2) 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)(b)(3) 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. Previously,
filed with Form 10-Q for the quarter ended June 30,
1994. File 1-7159.
(4)(b)(4) Third amendment dated as of June 30, 1997, to the
Amended and Restated Revolving Credit and Term Loan
Agreement dated as of December 5, 1990. Previously
filed with Form 10-Q for the quarter ended June 30,
1997. File No. 1-7159.
(4)(b)(5) Fourth Amendment dated as of July 5, 1998 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 year ended September 30,
1998. 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.
(10)(a) 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
(10)(b) 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)(c) Florida Rock Industries, Inc. 1981 Stock Option Plan.
Previously filed with Form S-8 dated March 3, 1982.
File No. 2-76407.
(10)(d) 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)(e) 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)(f) 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)(g) 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)(h) 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)(I) 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)(j) 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.
(10)(k) 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)(l) Florida Rock Industries, Inc. 1991 Stock Option Plan.
Previously filed with Form 10-K for the fiscal year
ended September 30, 1992. And February 1, 1995
Amendment to Florida Rock Industries, Inc. 1991 Stock
Option Plan. Previously filed as appendix to the
Company's Proxy Statement dated December 15, 1994.
File No. 1-7159.
(10)(m) Form of Split Dollar Insurance Agreement and
Assignment of Life Insurance Policy as collateral
between Florida Rock Industries, Inc. and each of
Edward L. Baker and John D. Baker, II with aggregate
face amounts of $5.4 million and $8.0 million,
respectively. Previously filed with Form 10-Q for
the quarter ended June 30, 1997. File 1-7159.
(10)(n) Florida Rock Industries, Inc. 1996 Stock Option Plan.
Previously filed as appendix to the Company's Proxy
Statement dated December 18, 1995. File No. 1-7159.
(11) Computation of Earnings Per Common Share.
(27) Financial Data Schedule
(99)(a) Information Concerning Environmental Matters and Legal
Proceedings. Previously filed as Item 3 "Legal
Proceedings" of Florida Rock Industries, Inc.'s, Form
10-K for fiscal year ended September 30,1998. File
No. 1-7159.
(99)(b) Information Concerning Legal Proceedings. Previously
filed as Note 12 to the Consolidated Financial
Statements in the Company's 1998 Annual Report to
Stockholders. File No. 1-7159. <PAGE>
<PAGE>
Exhibit (11)
FLORIDA ROCK INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
THREE MONTHS ENDED
DECEMBER 31,
1998 1997
Net income $10,079,000 7,366,000
Common shares:
Weighted average shares
outstanding during the
period - used for basic
earnings per share 18,861,634 18,801,961
Shares issuable under
stock options which are
potentially dilutive 348,224 360,727
Shares used for diluted
earnings per share 19,209,858 19,162,688
Basic earnings per
common share $.53 .39
Diluted earnings
per common share $.52 .38
<PAGE>
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