<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 March 31, 1999
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 3, 1999: 18,824,913 shares of $.10 par value
common stock.
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
(In thousands)
(Unaudited)
March 31, September 30,
1999 1998
ASSETS
Current assets:
Cash and cash equivalents $ 2,422 4,457
Accounts and notes receivable, less
allowance for doubtful accounts of
$1,561 ($1,121 at September 30, 1998) 67,390 65,334
Inventories 23,902 25,535
Prepaid expenses and other 4,519 5,281
Total current assets 98,233 100,607
Other assets 26,278 29,894
Property, plant and equipment, at cost:
Land 120,383 120,076
Plant and equipment 494,125 477,846
Construction in process 81,998 45,091
696,506 643,013
Less accumulated depreciation,
depletion and amortization 334,565 321,958
Net property, plant and equipment 361,941 321,055
$ 486,452 451,556
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term notes payable to banks $ 33,900 8,500
Accounts payable 39,119 38,783
Accrued income taxes - 3,715
Accrued payroll and benefits 8,960 11,913
Accrued insurance reserve 3,839 2,660
Accrued liabilities, other 5,816 6,891
Long-term debt due within one year 1,861 2,324
Total current liabilities 93,495 74,786
Long-term debt 22,548 23,935
Deferred income taxes 29,621 28,564
Accrued employee benefits 13,171 12,440
Long-term accrued insurance reserves 6,463 6,463
Other accrued liabilities 5,690 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 18,682 18,796
Retained earnings 299,305 281,882
Less cost of treasury stock, 154,705
shares (108,662 shares at September
30, 1998) (4,420) (2,689)
Total stockholders' equity 315,464 299,886
$ 486,452 451,556
See accompanying notes.<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENT OF INCOME
(In thousands except per share amounts)
(Unaudited)
Three Months ended Six Months ended
March 31, March 31,
1999 1998 1999 1998
Net sales $134,104 107,664 277,202 219,235
Cost of sales 105,741 85,219 215,708 175,135
Gross profit 28,363 22,445 61,494 44,100
Selling, general and administrative expense:
Selling, general and administrative 13,479 11,467 25,949 22,037
System upgrades/Year 2000 costs 1,945 - 3,395 -
Total selling, general and
administrative 15,424 11,467 29,344 22,037
Operating profit 12,939 10,978 32,150 22,063
Interest expense (4) (169) (8) (334)
Interest income 103 335 230 570
Settlement of interest rate hedge
agreements - - (4,214) -
Other income, net 1,926 159 2,360 371
Income before income taxes 14,964 11,303 30,518 22,670
Provision for income taxes 5,264 3,979 10,739 7,980
Net income $ 9,700 7,324 19,779 14,690
Earnings per share:
Basic $.51 .39 1.05 .78
Diluted $.50 .38 1.03 .77
Cash dividends per common share $ - - .125 .125
Weighted average shares used
in computing earnings per share:
Basic 18,844 18,813 18,853 18,809
Diluted 19,224 19,150 19,221 19,160
See accompanying notes.<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED MARCH 31, 1999 AND 1998
(In thousands)
(Unaudited)
1999 1998
Cash flows from operating activities:
Net income $19,779 14,690
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation, depletion and amortization 18,011 15,398
Net changes in operating assets and
liabilities:
Accounts receivable (1,628) 2,131
Inventories 1,633 (2,033)
Prepaid expenses and other 787 185
Accounts payable and accrued liabilities (5,717) (1,386)
Increase(decrease) in deferred income taxes 1,033 (772)
Gain on disposition of property, plant and
equipment (1,723) (354)
Other, net 9 3
Net cash provided by operating activities 32,184 27,862
Cash flows from investing activities:
Purchase of property, plant and equipment (54,851) (48,915)
Proceeds from the sale of property, plant and
equipment 3,325 575
Additions to other assets (2,065) (552)
Proceeds from the disposition of other assets - 179
Collections of notes receivable 24 111
Net cash used in investing activities (53,567) (48,602)
Cash flows from financing activities:
Net increase short-term debt 25,400 6,500
Repayment of long-term debt (1,850) (847)
Payment of dividends (2,357) (2,351)
Exercise of employee stock options 1,241 1,199
Repurchase of Company stock (3,086) (3)
Net cash provided by financing activities 19,348 4,498
Net decrease in cash and cash equivalents (2,035) (16,242)
Cash and cash equivalents at beginning of year 4,457 18,433
Cash and cash equivalents at end of period $ 2,422 $ 2,191
See accompanying notes.<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 31,1999
(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 and six months ended March
31, 1999, 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. Certain amounts for prior periods
have been reclassified to conform with presentation adopted in the
second quarter of 1999.
(2) Inventories
Inventories consisted of the following (in thousands):
March 31, September 30,
1999 1998
Finished products $ 19,238 20,683
Raw materials 3,865 4,096
Parts and supplies 799 756
$ 23,902 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 of 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 six months ended March 31, 1999 and 1998 for
certain expense items are (in thousands):
1999 1998
Interest expense, net of
amount capitalized $ 8 225
Income taxes $13,518 7,357
The following schedule summarizes noncash investing and financing
activities for the six months ended March 31, 1999 and 1998
(in thousands):
1999 1998
Additions to property, plant
and equipment from:
Exchanges $ 472 331
Using escrow cash included
in other assets $ 4,959 8,792
(5) Legal Proceedings
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, Item 3
"Legal Proceedings" of the Company's Form 10-K for fiscal 1998 and
Item 3 "Legal Proceedings" of the Company's Form 10-Q for the quarter
ended March 31, 1999. Such information is incorporated herein by
reference.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Operating Results
For the second quarter of fiscal 1999, ended March 31, 1999, consolidated net
sales increased 24.6% to $134,104,000 from $107,664,000 in the same quarter
last year. For the six months of 1999, consolidated net sales increased 26.4%
to $277,202,000 from $219,235,000 last year. The increase in sales was
primarily attributable to strong demand for construction products coupled with
unseasonably favorable weather in the Company's markets. Sales also increased
as a result of modest price increases in core products.
Gross profit for the second quarter increased 26.4% to $28,363,000 from
$22,445,000 last year. For the first six months of 1999, gross profit
increased 39.4% to $61,494,000 from $44,100,000 last year. The increase in
gross profit was primarily attributed to higher sales levels and modest price
increases. Gross profit margin for the second quarter increased to 21.2% from
20.8% and for the six months increased to 22.2% from 20.1% last year primarily
as a result of the improved sales and lower maintenance and other quarry costs
compared to costs incurred during last year.
Selling, general and administrative expense excluding system upgrades increased
17.5% for the second quarter and 17.8% for the six months. Selling, general
and administrative expense excluding system upgrades for the second quarter
decreased to 10.0% of sales from 10.6% and for the six months decreased to 9.4%
from 10.0% last year. The increase was primarily attributable to the increase
in sales, increased profit sharing and incentive compensation which is linked
to profitability. System upgrades/Year 2000 costs totaled $1,945,000 and
$3,395,000 for the second quarter and first half of 1999, respectively.
Interest expense for the second quarter declined to $4,000 from $169,000 and
for the six months decreased to $8,000 from $334,000 last year due to an
increase in the amount of interest capitalized this year. For the second
quarter of fiscal 1999, interest capitalized was $713,000 versus $230,000 last
year. For the six months of 1999, interest capitalized was $1,229,000 versus
$400,000 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. Included
in other income in the second quarter and first six months of 1999 is $805,000
of income from a settlement of a class action lawsuit and $1,177,000 from the
gain on the sale of real estate.
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 began 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 approximately 50% completed in identifying operating equipment
which may be affected by Year 2000 and expects full completion by early June.
The Company is in process of testing such equipment to determine if such
equipment is Year 2000 compliant.
Vendors, suppliers and customers that are critical to the Company's operations
have been identified. Questionnaires were sent to these entities to determine
their state of readiness for Year 2000. The Company is in process of
receiving and evaluating responses from these questionnaires. 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 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 March 31, 1999, approximately $3,080,000 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
$3,395,000 during the first half of 1999 of which $1,945,000 was recorded in
the second quarter related to this project. Based on current information, the
Company estimates that it will incur an additional $3,900,000 over the next
nine months as a result of the Year 2000 project of which approximately 35%
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. Given the existing general economic conditions the
outlook for the industry and the Company should continue to be positive and
strong for the remainder of the fiscal year. Residential construction
continues to be a strong factor in the Company's markets with the level of
activity continuing to vary by region. Non-residential construction remains
healthy and continues to move with local supply and demand. There are
indications that office and industrial vacancy rates are rising but the
increase remains subdued. Public spending on infrastructure will continue to
increase in the Company's markets as a result of the passage of the
Transportation Equity Act for the 21st Century (TEA21). The Company
anticipates a record fiscal year.
Financial Condition
The Company continues to maintain its financial condition. During January
1999, the Company increased its available 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.
In February 1999, the Board of Directors authorized management to repurchase
$20 million of the Company's common stock from time to time as opportunities
may arise. The Company has purchased approximately $2 million under this
authorization.
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 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 during 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
has filed suit against Alachua County to enforce its permit as originally
issued.
The Company will continue to defend vigorously 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.
QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Except for the settlement of the Interest Rate Hedge Agreements as disclosed
in Note 2, there have been no material changes to the disclosure made in the
Form 10-K for the fiscal year ended September 30, 1998 on this matter.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
In March of 1999, the Company received a General Notice letter and Information
Request from the Environmental Protection Agency ("EPA") regarding the Holloway
Waste Oil Superfund Site ("Site") in Jacksonville, Florida. By letter dated
April 27, 1999, the EPA notified the Company of its potential liability at the
Site as a consequence of providing used motor oil to the operator of the oil
recycling facility on the Site. EPA is seeking to recover from each
potentially responsible party, who are about 125 in number, response costs for
the Site which to date total approximately $1,712,768.46. The Company, as one
of the PRP's, intends to negotiate with the EPA in order to resolve the United
States claim for reimbursement of response costs in connection with the Site
and will participate in the PRP/EPA meeting scheduled for May 10, 1999.
The Company does not believe that its potential share of the costs related to
the Site will adversely affect the consolidated financial statements of the
Company to a material extent.
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 4. Submission of Matters to a Vote of Security Holders
On February 2, 1999, the Company held its annual shareholders meeting. At the
meeting, the stockholders elected the following directors by the vote shown.
Term Votes Votes Broker/
Ending For Withheld Non-Votes
Alvin R. Carpenter 2002 16,241,521 1,181,837 -0-
John D. Baker II 2002 17,350,980 72,378 -0-
Charles H. Denny III 2002 17,369,202 54,156 -0-
G. Kennedy Thompson 2002 17,368,612 54,746 -0-
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 March 31, 1999, 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.
May 10, 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 MARCH 31, 1999
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 SIX MONTHS ENDED
MARCH 31, MARCH 31
1999 1998 1999 1998
Net income $ 9,700,000 7,324,000 19,779,000 14,690,000
Common shares:
Weighted average shares
outstanding during the
period - used for basic
earnings per share 18,843,828 18,812,806 18,852,829 18,809,275
Shares issuable under
stock options which are
potentially dilutive 380,416 336,715 368,438 350,846
Shares used for diluted
earnings per share 19,224,244 19,149,521 19,221,267 19,160,121
Basic earnings per
common share $.51 .39 1.05 .78
Diluted earnings
per common share $.50 .38 1.03 .77
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> MAR-31-1999
<CASH> 2,422
<SECURITIES> 0
<RECEIVABLES> 68,951
<ALLOWANCES> 1,561
<INVENTORY> 23,902
<CURRENT-ASSETS> 98,233
<PP&E> 696,506
<DEPRECIATION> 334,565
<TOTAL-ASSETS> 480,452
<CURRENT-LIABILITIES> 93,495
<BONDS> 22,548
0
0
<COMMON> 1,897
<OTHER-SE> 313,567
<TOTAL-LIABILITY-AND-EQUITY> 480,452
<SALES> 277,202
<TOTAL-REVENUES> 277,202
<CGS> 215,708
<TOTAL-COSTS> 215,708
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (8)
<INCOME-PRETAX> 30,518
<INCOME-TAX> 10,739
<INCOME-CONTINUING> 19,779
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,779
<EPS-PRIMARY> 1.05
<EPS-DILUTED> 1.03
</TABLE>
