<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, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-7159
FLORIDA ROCK INDUSTRIES, INC.
(exact name of registrant as specified in its charter)
Florida 59-0573002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
155 East 21st Street, Jacksonville, Florida 32206
(Address of principal executive offices)
(Zip Code)
904/355-1781
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of May 1, 2000: 18,531,259 shares of $.10 par value
common stock.
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
(In thousands)
(Unaudited)
March 31, September 30,
2000 1999
ASSETS
Current assets:
Cash and cash equivalents $ 2,757 3,726
Accounts and notes receivable, less
allowance for doubtful accounts of
$1,846 ($1,525 at September 30, 1999) 91,678 75,386
Inventories 26,329 23,634
Assets held for sale 0 15,591
Prepaid expenses and other 3,882 4,128
Total current assets 124,646 122,465
Other assets 32,778 14,822
Goodwill at cost less accumulated amortization
of $5,731 ($4,905 at September 30, 1999) 45,560 46,964
Property, plant and equipment, at cost:
Land 144,038 139,678
Plant and equipment 583,830 498,944
Construction in process 49,097 110,555
776,965 749,177
Less accumulated depreciation,
depletion and amortization 324,430 329,260
Net property, plant and equipment 452,535 419,917
$ 655,519 604,168
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term notes payable to banks $ 66,900 33,502
Accounts payable 40,935 41,590
Dividends payable 1,851 1,890
Accrued income taxes 3,434 911
Accrued payroll and benefits 11,763 15,098
Accrued insurance reserve 4,157 2,493
Accrued liabilities, other 9,474 9,771
Long-term debt due within one year 1,027 2,311
Total current liabilities 139,541 107,566
Long-term debt 100,327 96,989
Deferred income taxes 31,048 31,898
Accrued employee benefits 14,700 14,019
Long-term accrued insurance reserves 7,188 7,188
Other accrued liabilities 8,078 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 18,187 18,249
Retained earnings 349,452 321,832
Less cost of treasury stock, 443,359
shares (109,228 shares at September, 1999) (14,899) (3,720)
Total stockholders' equity 354,637 338,258
$ 655,519 604,168
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 Six Months ended
March 31, March 31,
2000 1999 2000 1999
Net sales $151,768 134,104 306,879 277,202
Cost of sales 121,373 105,741 242,202 215,708
Gross profit 30,395 28,363 64,677 61,494
Selling, general and administrative expense:
Selling, general and administrative 15,488 13,479 30,540 25,949
System upgrades/Year 2000 costs 730 1,945 1,150 3,395
Total selling, general and
administrative 16,218 15,424 31,690 29,344
Operating profit 14,177 12,939 32,987 32,150
Interest expense (2,331) (4) (2,840) (8)
Interest income 180 103 203 230
Settlement of interest rate hedge
agreements - - - (4,214)
Other income, net 803 1,926 18,012 2,360
Income before income taxes 12,829 14,964 48,362 30,518
Provision for income taxes 4,515 5,264 17,020 10,739
Net income $ 8,314 9,700 31,342 19,779
Earnings per share:
Basic $.45 .51 1.68 1.05
Diluted $.44 .50 1.65 1.03
Cash dividends per common share $ .10 - .20 .125
Weighted average shares used
in computing earnings per share:
Basic 18,514 18,844 18,634 18,853
Diluted 18,889 19,224 19,005 19,221
See accompanying notes.
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED MARCH 31, 2000 AND 1999
(In thousands)
(Unaudited)
2000 1999
Cash flows from operating activities:
Net income $31,342 19,779
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation, depletion and amortization 23,189 18,011
Net changes in operating assets and
liabilities excluding working capital acquired:
Accounts receivable (16,291) (1,628)
Inventories (2,438) 1,633
Prepaid expenses and other (1,510) 787
Accounts payable and accrued liabilities 1,074 (5,717)
Increase in deferred income taxes (752) 1,033
Gain on disposition of property, plant and
equipment and assets held for sale, net (17,956) (1,723)
Other, net (20) 9
Net cash provided by operating activities 16,638 32,184
Cash flows from investing activities:
Purchase of property, plant and equipment (52,008) (54,851)
Proceeds from the sale of property, plant and
equipment 741 3,325
Additions to other assets (20,619) (2,065)
Proceeds from the disposition of other assets 34,300 -
Collections of notes receivable 11 24
Net cash used in investing activities (37,575) (53,567)
Cash flows from financing activities:
Proceeds from issuance of long-term debt 2,787 -
Net increase short-term debt 33,398 25,400
Repayment of long-term debt (1,214) (1,850)
Payment of dividends (3,762) (2,357)
Exercise of employee stock options 701 1,241
Repurchase of Company stock (11,942) (3,086)
Net cash provided by financing activities 19,968 19,348
Net increase(decrease) in cash and cash equivalents (969) (2,035)
Cash and cash equivalents at beginning of year 3,726 4,457
Cash and cash equivalents at end of period $ 2,757 2,422
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, 2000, 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):
March 31, September 30,
2000 1999
Finished products $ 16,554 18,717
Raw materials 7,903 4,093
Parts and supplies 1,872 824
$ 26,329 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 the 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
$17,406,000 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 be 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
$37,816,000 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 and six months ended
March 31, 1999 would have been:
Three Months ended Six Months ended
March 31, March 31,
1999 1999
Net sales $140,413 289,553
Net income $ 10,337 20,402
Earnings per share:
Basic $ .55 1.08
Diluted $ .54 1.06
(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 1999, 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):
Three Months ended Six Months ended
March 31, March 31,
2000 1999 2000 1999
Revenue
Aggregates $ 54,319 48,122 112,858 100,337
Concrete 108,135 94,013 214,601 194,162
Cement and calcium 3,393 877 4,370 1,672
Intersegment sales (14,079) ( 8,908) (24,950) (18,969)
Total revenues $151,768 134,104 306,879 277,202
Operating profit(a)
Aggregates $ 9,048 8,311 21,203 18,313
Concrete products 9,914 9,646 20,910 22,746
Cement and calcium (359) 101 (730) 197
Corporate overhead (4,426) (5,119) (8,396) (9,106)
Total operating profit $ 14,177 12,939 32,987 32,150
Identifiable assets, at
quarter end
Aggregates 298,546 224,986
Concrete 191,787 149,821
Cement and calcium 116,727 87,138
Unallocated corporate
assets 37,545 21,867
Cash items 2,957 2,422
Investments in
affiliates 7,957 218
Total identifiable
assets 655,519 486,452
(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 six months ended March 31, 2000 and 1999
for certain expense items are (in thousands):
2000 1999
Interest expense, net of
amount capitalized $ 2,664 8
Income taxes $15,078 13,518
The following schedule summarizes noncash investing and financing
activities for the six months ended March 31, 2000 and 1999
(in thousands):
2000 1999
Additions to property, plant
and equipment from:
Exchanges $ 59 472
Issuance of debt 480 -
Using escrow cash included
in other assets $ 2,366 4,959
(7) 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 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 OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Operating Results
For the second quarter of fiscal 2000, ended March 31, 2000,
consolidated net sales increased 13.2% to $151,768,000 from $134,104,000
in the same quarter last year. For the six months of fiscal 2000,
consolidated net sales increased 10.7% to $306,879,000 from $277,202,000
last year. The increase in sales was primarily attributable to higher
volumes and favorable year over year pricing trends in major product
lines. In addition, revenues from acquisitions, net of divestures
accounted for a portion of the increase. Strong construction activity
in both the private and public sector continues to generate a high level
of demand and favorable market conditions.
Gross profit for the second quarter increased 7.2% to $30,395,000 from
$28,363,000 last year. For the first six months of 2000, gross profit
increased 5.2% to $64,677,000 from $61,494,000 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
decreased to 20.0% from 21.2% and for the six months decreased to 21.1%
from 22.2% last year primarily as a result of higher material, driver
and fuel costs related to concrete operations and an increase in quarry
fuel maintenance and repair expenses as compared to last year. Because
of the delay in delivering the new cement plant into service, certain
startup costs anticipated to occur in the first quarter were incurred
in the second quarter of 2000. Expenses attributable to the startup
of the cement plant negatively impacted gross profit by approximately
$402,000 for the second quarter and $1,204,000 for the six months.
Selling, general and administrative expense excluding system upgrades
increased 14.9% for the second quarter and 17.7% for the six months.
The increase was primarily attributable to the increase in sales, higher
depreciation, amortization of goodwill and additional administrative
costs associated with the Company's acquisitions. Selling, general and
administrative expense excluding system upgrades for the second quarter
increased to 10.2% of sales from 10.0% last year and for the six months
increased to 10.0% from 9.4% last year. System upgrades/Year 2000 costs
totaled $730,000 and $1,150,000 for the second quarter and for the six
months of 2000, respectively. These costs were $1,945,000 for the
second quarter and $3,395,000 for six months of 1999.
Interest expense for the second quarter increased to $2,331,000 from
$4,000 due to increased borrowing, an increase in the average interest
rate and a decrease in the amount of interest capitalized. For the six
months interest expense increased to $2,840,000 from $8,000 last year
due primarily to increased borrowing and an increase in the average
interest rate. For the second quarter of fiscal 2000, interest
capitalized was $18,000 versus $713,000 last year. For the six months
of 2000, interest capitalized was $1,345,000 versus $1,229,000 last
year.
As discussed in Note 4, the Company expensed during the first quarter
of fiscal 1999 $4,214,000 in conjunction with interest rate hedge
agreements. Included in other income for 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. Included in other
income for the first six months of 2000 is $17,406,000 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 March 31, 2000,
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 $730,000 and $1,945,000 during second quarter of 2000 and 1999,
respectively, and $1,150,000 and $3,395,000 during the six months of
2000 and 1999, respectively related to this project.
Summary and Outlook. The Company remains confident in its business
outlook for the remainder of the year despite indications economic
growth is likely to ease in the second half of the year. Construction
activity and demand for residential and nonresidential real estate
remains at high levels in the Company's market, although slowdown is
evident in some markets. Any sustained decline in housing is likely
to be buffered by an increase in public spending which should become
more evident during the second half of the year as the construction
associated with TEA-21 funding is realized. The new cement plant is
expected to make a positive contribution to earnings in the last half
of the year. The Company anticipates another strong and record year.
Financial Condition
The Company continues to maintain its sound financial condition and
relies upon internally generated cash flow as well access to funds
available under existing credit facilities to meet its liquidity
requirements and fund its operations and capital requirements. The
Company is currently in the process of extending and expanding its
credit facilities and anticipates this will be completed by the end of
the Company's fiscal third quarter. Currently, the Company's $50
million 364 day credit facility matures May 26, 2000 and will be
extended to coincide with the closing of the new facility. At March
31, 2000 $25 million was outstanding under the 364 day facility. In
addition, the $75 million revolving credit facility will convert to a
term loan if not modified by June 30, 2000. At March 31, 2000, the
total $75 million credit facility was outstanding.
Based on current expectations, management believes that its internally
generated cash flow and access to existing and planned credit facilities
are sufficient to meet the liquidity requirements necessary to fund
operations, capital requirements, debt service and future dividend
payments. It may be necessary to obtain additional levels of financing
in the event opportunities arise for the Company to make a strategic
acquisition.
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 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 a cost
of approximately $100 million plus capitalized interest. Construction
of the plant has been completed and production began late in December.
The plant was 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 Commissioners 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. On February 29,2000 the Court ruled in
favor of the Company. 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.
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.
QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to the disclosure made in the Form
10-K for the fiscal year ended September 30, 1999 on this matter.
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 4. Submission of Matters to a Vote of Security Holders
On February 2, 2000, 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
Edward L. Baker 2003 15,842,469 1,374,013 -
Francis X. Knott 2003 15,840,464 1,376,018 -
Radford D. Lovett 2003 15,841,744 1,374,738 -
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 14 of this Form 10-Q.
(b) Reports on Form 8-K. During the three months ended March 31, 2000,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.
May 10, 2000 FLORIDA ROCK INDUSTRIES, INC.
James J. Gilstrap
Vice President, Treasurer
and Chief Financial Officer
Wallace A. Patzke, Jr.
Vice President, Administration
and Chief Accounting Officer
<PAGE>
FLORIDA ROCK INDUSTRIES, INC.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000
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
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
2000 1999 2000 1999
Net income $ 8,314,000 9,700,000 31,342,000 19,779,000
Common shares:
Weighted average shares
outstanding during the
period - used for basic
earnings per share 18,513,879 18,843,828 18,633,741 18,852,829
Shares issuable under
stock options which are
potentially dilutive 375,312 380,416 370,798 368,438
Shares used for diluted
earnings per share 18,889,191 19,224,244 19,004,539 19,221,267
Basic earnings per
common share $.45 .51 1.68 1.05
Diluted earnings
per common share $.44 .50 1.65 1.03
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 2,757
<SECURITIES> 0
<RECEIVABLES> 93,524
<ALLOWANCES> 1,846
<INVENTORY> 26,329
<CURRENT-ASSETS> 124,646
<PP&E> 776,965
<DEPRECIATION> 324,430
<TOTAL-ASSETS> 655,519
<CURRENT-LIABILITIES> 139,541
<BONDS> 100,327
0
0
<COMMON> 1,897
<OTHER-SE> 352,740
<TOTAL-LIABILITY-AND-EQUITY> 655,519
<SALES> 306,879
<TOTAL-REVENUES> 306,879
<CGS> 242,202
<TOTAL-COSTS> 242,202
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (2,840)
<INCOME-PRETAX> 48,362
<INCOME-TAX> 17,020
<INCOME-CONTINUING> 31,342
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 31,342
<EPS-BASIC> 1.68
<EPS-DILUTED> 1.65
</TABLE>
