<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, 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 February 1, 2000: 18,506,444 shares of $.10 par
value common stock.
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
(In thousands)
(Unaudited)
December 31, September 30,
1999 1999
ASSETS
Current assets:
Cash and cash equivalents $ 4,473 3,726
Accounts and notes receivable, less
allowance for doubtful accounts of
$1,757 ($1,525 at September 30, 1999) 80,445 75,386
Inventories 24,325 23,634
Prepaid expenses and other 4,861 4,128
Asset held for sale - 15,591
Total current assets 114,104 122,465
Other assets 26,627 14,822
Goodwill, at cost less accumulated amortization
of $5,325($4,905 at September 30,1999) 45,824 46,964
Property, plant and equipment, at cost:
Land 139,746 139,678
Plant and equipment 502,572 498,944
Construction in process 128,315 110,555
770,633 749,177
Less accumulated depreciation,
depletion and amortization 337,107 329,260
Net property, plant and equipment 433,526 419,917
$ 620,081 604,168
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term notes payable to banks $ 39,502 33,502
Accounts payable 34,128 41,590
Dividends payable 1,870 1,890
Accrued income taxes 12,346 911
Accrued payroll and benefits 14,681 15,098
Accrued insurance reserve 4,167 2,493
Accrued liabilities, other 8,513 9,771
Long-term debt due within one year 1,730 2,311
Total current liabilities 116,937 107,566
Long-term debt 91,297 96,989
Deferred income taxes 31,898 31,898
Accrued employee benefits 14,096 14,019
Long-term accrued insurance reserves 7,188 7,188
Other accrued liabilities 8,558 8,250
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 18,244 18,249
Retained earnings 342,987 321,832
Less cost of treasury stock, 390,574
shares (109,228 shares at September
30, 1999) (13,021) (3,720)
Total stockholders' equity 350,107 338,258
$ 620,081 604,168
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,
1999 1998
Net sales $155,111 143,098
Cost of sales 120,829 109,967
Gross profit 34,282 33,131
Selling, general and administrative expense:
Selling, general and administrative 15,052 12,470
System upgrades/Year 2000 costs 420 1,450
Total selling, general and
administrative 15,472 13,920
Operating profit 18,810 19,211
Interest expense (509) (4)
Interest income 23 127
Settlement of interest rate hedge agreements - (4,214)
Other income, net 17,209 434
Income before income taxes 35,533 15,554
Provision for income taxes 12,505 5,475
Net income $ 23,028 10,079
Earnings per share:
Basic $1.23 .53
Diluted $1.20 .52
Cash dividends per common share $ .10 .125
Weighted average shares used
in computing earnings per share:
Basic 18,752 18,862
Diluted 19,118 19,210
See accompanying notes.
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998
(In thousands)
(Unaudited)
1999 1998
Cash flows from operating activities:
Net income $23,028 10,079
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation, depletion and amortization 10,982 8,656
Net changes in operating assets and
liabilities:
Accounts receivable (5,058) 836
Inventories (435) 2,611
Prepaid expenses and other (2,390) (90)
Accounts payable and accrued liabilities 4,395 (994)
Decrease in deferred income taxes - -
Gain on disposition of property, plant and
equipment and assets held for sale (17,125) (451)
Other, net 379 (9)
Net cash provided by operating activities 13,776 20,638
Cash flows from investing activities:
Purchase of property, plant and equipment (24,032) (28,689)
Proceeds from the sale of property, plant and
equipment 119 539
Additions to other assets (11,953) (803)
Proceeds from the disposition of assets
held for sale 34,300 -
Collections of notes receivable 6 3
Net cash used in investing activities (1,560) (28,950)
Cash flows from financing activities:
Net increase (decrease) short-term debt 6,000 10,300
Repayment of long-term debt (6,272) (1,706)
Exercise of employee stock options 32 250
Repurchase of Company stock (9,339) (782)
Payment of dividents (1,890) -
Net cash provided by (used in)financing activities (11,469) 8,062
Net decrease in cash and cash equivalents 747 (250)
Cash and cash equivalents at beginning of year 3,726 4,457
Cash and cash equivalents at end of period $ 4,473 $ 4,207
See accompanying notes.
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
DECEMBER 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 months ended December 31,
1999, are not necessarily indicative of the results that may be
expected for the fiscal year ended September 30, 2000. 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, 1999.
(2) Inventories
Inventories consisted of the following (in thousands):
December 31, September 30,
1999 1999
Finished products $ 17,758 18,717
Raw materials 4,900 4,093
Parts and supplies 1,667 824
$ 24,325 23,634
(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) Acquisitions
On June 1, 1999, the Company completed the acquisition of all of the
common stock of Harper Brothers, Inc. and Commercial Testing, Inc.
("Harper") located in Ft. Myers, Florida for $87 million in cash.
The purchase price is subject to certain post-closing adjustments
related to working capital. On July 2, 1999, the Company sold the
fixed assets of Harper's highway and heavy construction operations
for $13.1 million in cash. The Company retained and collected the
working capital of highway and heavy construction business. The
Company is subject to final judgment entered on October 13, 1999, by
the United States District Court, Middle District of Florida, in an
action brought by the United States, requiring the Company to divest
itself of Harper's sand mine and the Company's quarry operations in
Ft. Myers. On December 3, 1999, the Company sold these assets for
$34,300,000 in cash subject to certain adjustments and recorded a
pre-tax gain on the sale of the Company's quarry operations of
$17,006,000 which is included in other income.
On June 11, 1999 the Company acquired all of the common stock of
Custom, LTD for $5,800,000 in cash.
These acquisitions were accounted for under purchase accounting with
the purchase price allocated to the acquired assets and assumed
liabilities based on estimated fair market values. The allocations
of purchase prices is subject to change based on final determination
of purchase price and fair market value of the net assets. The
estimated fair market value of the assets acquired and liabilities
assumed were considered to the best estimates as of the acquisition
dates and may be adjusted as more information is obtained. The
assets of Harper that were sold were recorded at sales prices. The
excess of the purchase price over the fair market value of the assets
acquired and liabilities assumed amounted to $37,904,000 and is being
amortized over 20 to 30 years.
The results of operations of these acquisitions since the date of
acquisition are included in the consolidated results of operations of
the Company. If the Company had acquired these companies on October
1, 1998, the proforma results of operation of the Company for the
three months ended December 31, 1998 would have been:
Net sales $149,435
Net income $ 10,067
Earnings per share:
Basic $ .53
Diluted $ .52
(5) Business Segments
The Company has identified three business segments, each of which is
managed separately along product lines. All the Company's
operations are in the Southeastern and mid-Atlantic states. The
Aggregates segment mines, processes and sells construction
aggregates. The Concrete products segment produces and sells
ready-mix concrete and other concrete products. The Cement and
Calcium products segment currently produces and sells calcium
products to customers in Florida. In late December, the cement plant
was completed and it began production.
Operating results and certain other financial data for the Company's
business segments are as follows (in thousands):
1999 1998
Revenue
Aggregates $ 58,539 52,215
Concrete 106,466 100,149
Cement and calcium 977 795
Intersegment sales (10,871) (10,061)
Total revenues $155,111 143,098
Operating profit(a)
Aggregates 12,155 10,002
Concrete products 10,996 13,100
Cement and calcium (371) 96
Corporate overhead (3,970) (3,987)
Total operating profit $ 18,810 19,211
Identifiable assets, at quarter end
Aggregates $297,007 220,839
Concrete 177,486 146,405
Cement and calcium 108,800 76,433
Unallocated corporate assets 32,053 20,601
Cash items 4,473 4,207
Investments in affiliates 262 217
Total identifiable assets $620,081 468,702
(a)Operating profit is earnings before interest expense, interest
income, other income and income taxes.
(6) Supplemental Disclosures of Cash Flow Information
Cash paid during the three months ended December 31, 1999 and
1998 for certain expense items are (in thousands):
1999 1998
Interest expense, net of
amount capitalized $ 481 4
Income taxes $ 1,062 3,798
The following schedule summarizes noncash investing and financing
activities for the three months ended December 31, 1999 and 1998
(in thousands):
1999 1998
Additions to property, plant
and equipment from:
Exchanges $ 49 407
Using escrow cash included
in other assets $ - 2,191
(7) 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 15 to the
consolidated financial statements included in the Company's
1999 Annual Report to stockholders and Item 3 "Legal
Proceedings" of the Company's Form 10-K for fiscal 1999, and
such information is incorporated herein by reference.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Operating Results
For the first quarter of fiscal 2000, ended December 31, 1999,
consolidated net sales increased 8.4% to $155,111,000 from
$143,098,000 in the same quarter last year. The increase in sales was
primarily attributable to the acquisitions of Harper and Custom during
June 1999 and to an increase in volume and average prices over last
year. Harper and Custom contributed $6,519,000 to revenues for
fiscal 2000. Revenues for the first two months of fiscal 2000 and for
the first quarter of fiscal 1999 include the revenues of the Ft. Myers
quarry which was sold on December 3, 1999.
Gross profit increased 3.5% to $34,282,000 from $33,131,000 last year.
The increase in gross profit was primarily attributed to higher sales
levels. Expenses attributable to the start up of the cement plant
reduced gross profit by $575,000 during the first quarter of fiscal
2000. Gross profit margin decreased to 22.1% from 23.2% last year
primarily as a result of higher material costs, driver and fuel costs
related to concrete sales and start up of the cement plant.
Selling, general and administrative expense increased 11.1% to
$15,472,000 from $13,920,000 last year. Selling, general and
administrative expense increased to 10.0% of sales from 9.7% last
year. The increase was primarily attributable to higher depreciation
expense, increased profit sharing expense, $330,000 of goodwill
amortization related to the 1999 acquisitions and additional
administrative costs associated with acquisitions. These increases
were partially offset by a decrease of $1,030,000 in expense related
to systems upgrades and Year 2000 costs.
Interest expense increased to $509,000 from $4,000 last year as a
result of higher average debt outstanding and an increase in the
average interest rate partially offset by an increase in the amount of
interest capitalized. For the first quarter of fiscal 2000, interest
capitalized was $1,327,000 as compared to $516,000 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 is a pre-tax gain of $17,006,000 recognized
as a result of the sale of the Ft. Myers quarry, as discussed in Note
4.
Year 2000 Conversion. The Company completed its Year 2000 program and
encountered no significant problems on January 1, 2000. The costs
associated with the purchase and installation of the software and
hardware has been or will be capitalized and amortized over the
estimated useful life of the software or hardware. At December 31,
1999, approximately $9,698,000 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 and $6,501,000 during
fiscal 1998 and fiscal 1999, respectively, and $420,000 during the
first quarter of 2000 related to this project. Based on current
information, the Company estimates that it will incur an additional
$600,000 over the next three months as a result of the Year 2000
project of which approximately 50% will be capitalized.
Summary and Outlook. Overall economic conditions are expected to
remain favorable for the industry and Company despite indications that
the economy and growth is likely to slow this year. Demand for
construction aggregates and concrete products should remain high.
Residential construction is predicted to level off or decline modestly
in the Company's markets but should continue at healthy levels.
Non-residential construction remains strong in Florida although there
are indications of increased vacancy and reduced activity in some
markets. There are indications that construction activity tied to
public spending (TEA 21) for federal highways and infrastructure is
picking up. In addition, the Mobility 2000 Initiative recently
announced by Florida Governor Jeb Bush would accelerate many projects
on the Florida Intrastate Highway System and provide additional
funding for highway construction.
As usual at this time of year, winter weather can adversely affect the
operating conditions in many of our markets. The Company for the
past three years has enjoyed mild weather conditions during the second
fiscal quarter in what typically has been a down quarter because of
harsh weather. Based on the January weather in our Georgia and
mid-Atlantic markets, a harash winter pattern seems evident for the
second fiscal quarter.
Based on current forecasts the Company's outlook is for continued
growth and profitability.
Financial Condition
The Company continues to maintain its sound financial condition.
Management believes that the funds obtained from internal generation
and borrowings under existing and future credit facilities will be
adequate to meet all planned capital and operating expenditures. The
Company's $50 million 364 day credit facility matures May 26, 2000 and
at December 31, 1999 the entire $50 million was available. In
addition, the $75 million revolving credit facility will convert to a
term loan if not modified by the end of the Company's third quarter.
At December 31, 1999, $70 million of the $75 million credit facility
was outstanding. The Company is currently in the process of
evaluating and discussing its long-term credit needs with its bank
group and anticipates it will complete the extension and/or
modification of its credit facility during the third fiscal quarter.
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 1999 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. Construction of the plant has been
completed and production began late in December. The Company
anticipates that the plant will be operating near capacity by the end
of the second quarter. 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. The Company appealed the
action of the County in the Eighth Circuit Court in and for Alachua
County. The Court has yet to render a decision. 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. On January 25,
2000, the City of Newberry approved the rezoning. The annexation of
the land into the town of Newberry has been challenged by an
individual, though the Company is not a party to the litigation.
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 those indicated by such forward-looking statements. These
forward-looking statements relate to, among other things, capital
expenditures, liquidity, capital resources, competition 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: 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 1999 Annual Report to stockholders, and Item 3 "Legal
Proceedings" of the Company's Form 10-K for fiscal 1999 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 13 of this Form
10-Q.
(b) Reports on Form 8-K. During the three months ended December 31,
1999, no reports on Form 8-K 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 9, 2000 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, Administration
and Chief Accounting Officer
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FLORIDA ROCK INDUSTRIES, INC.
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 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.
(2)(b) Stock Purchase Agreement, dated as of May 21, 1999 by
and between Daniel K. Harper, Quinton B. McNew, the
Company and Harper Bros., Inc. Previously, filed as
Exhibit 2.1 to the Company's Form 8-K dated June 1,
1999. 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)(a)(5) Amendment to the Articles of Incorporation of
Florida Rock Industries, Inc. filed with the
Secretary of State of Florida on May 5, 1999. 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)(b)(6) Fifth Amendment dated as of May 14, 1999, to the
Amended and Restated Revolving Credit and Term Loan
Agreement dated as of December 5,1990. Previously,
filed with Form 8-K dated June 1, 1999.
File No. 1-7159.
(4)(c) Promissory Note dated May 28, 1999, from the Company to
First Union National Bank. Previously, filed as
Exhibit 4.2 to the Company's Form 8-K dated June 1,
1999. File No. 1-7159.
(4)(d) 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.
(4)(e) Rights Agreements, dated as of May 5, 1999 between the
Company and First Union National Bank. Previously,
filed as Exhibit 4 to the Company's Form 8-K dated May
5, 1999. File No.1-7159.
(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 Date Schedule
<PAGE>
<PAGE>
Exhibit (11)
FLORIDA ROCK INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
THREE MONTHS ENDED
DECEMBER 31,
1999 1998
Net income $23,028,000 10,079,000
Common shares:
Weighted average shares
outstanding during the
period - used for basic
earnings per share 18,752,300 18,861,634
Shares issuable under
stock options which are
potentially dilutive 365,419 348,224
Shares used for diluted
earnings per share 19,117,719 19,209,858
Basic earnings per
common share $1.23 .53
Diluted earnings
per common share $1.20 .52
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 4473
<SECURITIES> 0
<RECEIVABLES> 82202
<ALLOWANCES> 1757
<INVENTORY> 24325
<CURRENT-ASSETS> 114104
<PP&E> 770633
<DEPRECIATION> 337107
<TOTAL-ASSETS> 620081
<CURRENT-LIABILITIES> 116937
<BONDS> 91297
0
0
<COMMON> 1897
<OTHER-SE> 348210
<TOTAL-LIABILITY-AND-EQUITY> 620081
<SALES> 155111
<TOTAL-REVENUES> 155111
<CGS> 120829
<TOTAL-COSTS> 120829
<OTHER-EXPENSES> 0
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<INTEREST-EXPENSE> (509)
<INCOME-PRETAX> 35533
<INCOME-TAX> 12505
<INCOME-CONTINUING> 23028
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23028
<EPS-BASIC> 1.23
<EPS-DILUTED> 1.20
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