UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended September 30, 1996
Commission File Number 2-89530
FLORIDA EAST COAST INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
FLORIDA 59-2349968
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1650 Prudential Drive, Jacksonville, FL 32201-1380
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code - (904) 396-6600
N O N E
(Former name, former address, and former fiscal year, if changed since last
report)
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 the latest practicable date.
Class Outstanding at September 30, 1996
Common Stock, $6.25 par value 9,051,987 shares
<PAGE>
FLORIDA EAST COAST INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
SEPTEMBER DECEMBER
1996 1995
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 25,786 $ 11,050
Short-term investments 10,445 12,999
Accounts receivable, net 28,845 28,589
Materials and supplies 11,502 10,223
Other 7,848 7,218
-------- --------
Total current assets 84,426 70,079
Other investments 63,778 69,226
Properties, less accumulated depreciation and
amortization 627,918 608,640
Other assets and deferred charges 8,743 8,265
-------- --------
$784,865 $756,210
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 21,494 $ 20,317
Income taxes 4,094 593
Estimated property taxes 9,210 3,353
Accrued casualty and other reserves 4,650 5,226
Other accrued liabilities 3,303 2,580
-------- --------
Total current liabilities 42,751 32,069
Deferred income taxes 133,886 132,968
Reserves and other long-term liabilities 7,891 9,313
Shareholders' equity:
Common stock, $6.25 par value; 9,360,000 shares
authorized; 9,271,361 shares issued
and 9,051,987 shares outstanding 57,946 57,946
Capital surplus 1,598 1,598
Retained earnings 549,666 530,834
Net unrealized gain on debt and marketable
equity securities 1,400 1,755
Less:
Treasury stock at cost (219,374 shares) (10,273) (10,273)
-------- --------
Total shareholders' equity 600,337 581,860
-------- --------
$784,865 $756,210
======== ========
(See accompanying notes)
<PAGE>
FLORIDA EAST COAST INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Dollars in Thousands Except Per Share Amounts)
(Unaudited)
THREE MONTHS NINE MONTHS
ENDED SEPT. 30 ENDED SEPT. 30
1996 1995 1996 1995
OPERATING REVENUES:
Transportation $ 41,397 $ 41,624 $127,511 $126,676
Realty-Land Sales 173 2,000 406 2,540
-Rents & Other 9,553 8,086 24,656 20,052
-------- -------- -------- --------
Total revenues 51,123 51,710 152,573 149,268
OPERATING EXPENSES:
Transportation 32,364 32,373 97,184 95,689
Realty 5,596 4,484 15,657 13,136
General and Administrative 5,436 5,212 16,328 14,986
-------- -------- -------- --------
Total expenses 43,396 42,069 129,169 123,811
Operating profit 7,727 9,641 23,404 25,457
OTHER INCOME (EXPENSE):
Dividends 93 62 293 352
Interest income 1,332 1,387 3,575 4,167
Interest expense (102) (151) (426) (504)
Gains on sales and other
disposition of properties 2,486 (90) 5,186 789
Other (net) 732 599 2,492 945
-------- -------- -------- --------
Total other income (expense) 4,541 1,807 11,120 5,749
Income before income taxes 12,268 11,448 34,524 31,206
INCOME TAXES:
Current 4,231 3,842 11,208 10,922
Deferred 369 452 1,738 781
-------- -------- -------- --------
Total income taxes 4,600 4,294 12,946 11,703
Income before minority interest 7,668 7,154 21,578 19,503
Less: minority interest (12) (12) (30) (36)
-------- -------- -------- --------
Net income $ 7,656 $ 7,142 $ 21,548 $ 19,467
Retained earnings:
Balance at beginning of year 542,916 518,332 530,834 507,813
Cash dividends (906) (904) (2,716) (2,710)
-------- -------- -------- --------
Balance at end of period $549,666 $524,570 $549,666 $524,570
======== ======== ======== ========
Per share data:
Cash dividends $ 0.10 $ 0.10 $ 0.30 $ 0.30
======== ======== ======== ========
Earnings per common share $ 0.85 $ 0.79 $ 2.38 $ 2.16
======== ======== ======== ========
(See accompanying notes)
<PAGE>
FLORIDA EAST COAST INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
NINE MONTHS ENDED SEPT. 30
1996 1995
------ ------
Cash flows from operating activities:
Net income $21,548 $19,467
Adjustments to reconcile net income
to cash generated:
Depreciation and amortization 17,338 16,772
Minority interest in income 30 36
Gain on disposition of assets (5,186) (789)
Deferred taxes 1,738 781
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable, net (256) 939
(Increase) in other assets (1,909) (1,492)
(Increase) decrease in other assets
and deferred charges (1,114) 4,049
Increase (decrease) in accounts payable 1,177 (2,223)
Increase in income taxes payable 3,501 519
Increase in estimated property taxes 5,857 4,951
Increase (decrease) in other current liabilities 147 (384)
(Decrease) increase in reserves and
other long-term liabilities (1,422) 1,475
------- -------
Net cash generated by operating activities 41,449 44,101
Cash flows from investing activities:
Purchases of properties (39,208) (50,397)
Purchases of investments:
Available-for-sale (18,698) (26,209)
Held-to-maturity (9,437) (33,503)
Maturities and redemption of investments:
Available-for-sale 12,218 24,215
Held-to-maturity 23,350 31,600
Proceeds from disposition of assets 7,778 1,954
------- -------
Net cash used in investing activities (23,997) (52,340)
Cash flows from financing activities:
Payment of dividends (2,716) (2,710)
------- -------
Net cash used in financing activities $(2,716) $(2,710)
Net (decrease) increase in cash
and cash equivalents 14,736 (10,949)
Cash and cash equivalents at beginning of period 11,050 15,235
------- -------
Cash and cash equivalents at end of period $25,786 $ 4,286
======= =======
Supplemental disclosure of cash flow information:
Cash paid for income taxes $ 7,684 $10,885
======= =======
Cash paid for interest $ 426 $ 151
======= =======
(See accompanying notes)
<PAGE>
FLORIDA EAST COAST INDUSTRIES, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in Thousands)
(Unaudited)
1. In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments considered
necessary to present fairly the financial position as of September 30,
1996 and December 31, 1995, and the results of operations and cash flows
for the three-month and nine-month periods ended September 30, 1996 and
September 30, 1995. The adjustments to the unaudited financial statements
consist only of normal recurring accruals.
2. The results of operations for the nine months ended September 30, 1996 and
1995 are not necessarily indicative of the results that may be expected
for the full year.
3. The Company has retained certain self-insurance risks with respect to losses
for third-party liability, property damage and group health insurance
coverage provided employees. The Company is the defendant and plaintiff in
various lawsuits resulting from its operations. In the opinion of
management, adequate provision has been made in the financial statements
for the estimated liability which may result from disposition of such
lawsuits.
The Company is subject to proceedings arising out of environmental laws and
regulations, which primarily relate to the disposal and use of fuel and oil
used in the transportation business. It is the Company's policy to accrue
and charge against earnings environmental cleanup costs when it is probable
that a liability has been incurred and an amount can be reasonably
estimated. As assessments and cleanups proceed, these accruals are reviewed
and adjusted.
The Company is currently a party to, or involved in legal proceedings
directed at the cleanup of three Superfund sites. The Company has accrued
its allocated share of the total estimated cleanup costs for these three
sites. Based upon management's evaluation of the other potentially
responsible parties, the Company does not expect to incur additional
amounts even though the Company has joint and several liabilities. Other
proceedings involving environmental matters such as alleged discharge of
oil or waste material into water or soil are pending against the Company.
It is difficult to quantify future environmental costs because many issues
relate to actions by third parties or changes in environmental regulations.
However, based on information presently available, management believes that
the ultimate disposition of currently known matters will not have a material
effect on the financial position, liquidity or results of the operations of
the Company. Environmental liabilities of $2.0 and $2.5 million for
September 30, 1996 and December 31, 1995, respectively, will be paid over an
extended period, and the timing of such payments cannot be predicted with
any confidence.
4. The revenue recognition policies are:
Transportation Revenues: Revenues are substantially recognized upon
completion of transportation services at destination.
Realty Land Sales: Revenue is recognized upon closing of sales contracts
for sale of land or upon settlement of legal proceedings such as
condemnations.
Rental Income: Revenue is recognized upon completion of rental and lease
contracts. The Company uses the straight-line basis for recording the
revenues over the life of the lease contract.
5. Because a large percentage of the Company's properties are long-lived, asset
replacement will be at a higher cost and will take place over many years.
The acquisition of new assets will result in higher depreciation charges
and, in the case of realty, higher taxes and operating costs.
Generally accepted accounting principles require the use of historical
costs in preparing financial statements. This approach disregards the
effect of inflation on the replacement cost of property and equipment.
The Company is a capital-intensive company and has approximately $830
million invested in such assets as of December 31, 1995. The replacement
costs of these assets, as well as the related depreciation expense,
would be substantially greater than the amounts reported on the basis of
historical costs.
6. As a result of the Board of Directors' decision to pursue the possible
disposition of the Company, expenditures have been incurred by the Special
Committee primarily representing fees and costs associated with the
financial, legal and appraisal advisors to the Special Committee. As a
result, the expenditures of approximately $1.9 million as of September 30,
1996 have been deferred and are expected to be recovered through the
ultimate disposition of the Company.
7. Certain prior year amounts have been reclassified to conform to the current
year presentation.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
As reported since April 1, 1995, the composition of revenues and expenses of the
transportation segment of the Company has changed. This change is primarily
related to the consolidation of International Transit, Inc.'s (ITI), the
trucking subsidiary of the Company, revenues and expenses into the financials
since April 1995, and the implementation on April 1, 1995 of a haulage agreement
with a connecting rail carrier. The inclusion of ITI's revenues and expenses
into the consolidated financials increased the consolidated revenues and
expenses, whereas the haulage agreement with the connecting carrier reduced
revenues and expenses in the consolidated financials and, as a result, the
period-to-period comparisons will be affected throughout 1996.
Florida East Coast Industries, Inc.'s (FECI) operating revenues for the nine
months ending September 30, 1996, when compared to the same period 1995,
reflected an increase of $3.3 million or 2.2%. This was primarily attributable
to increases in realty's operating revenue of $2.5 million and
transportation's operating revenue of $.8 million. The $2.5 million increase in
realty's operating revenue was represented by an increase of $4.6 million in
rents and other income offset by a decrease of $2.1 million in land sales. The
increase of $4.6 million was attributable to the combination of normal increases
in tenant billings, and the addition of approximately .6 million square feet of
leasable space to inventory since December 31, 1995. The decrease in land sales
of $2.1 million was the result of two single land sales of approximately $2.0
million in third quarter 1995. The increase of $.8 million in transportation's
revenue was primarily attributable to the inclusion of ITI's revenues for nine
months of 1996 and six months of 1995 offset by the decline of 2.5% in the
number of shipments handled in 1996 versus 1995, as well as the lower revenue
associated with haulage shipments. Transportation revenues continue to be
relatively flat when compared to similar periods in 1995.
Comparing total operating revenues for the third quarter 1996 with the third
quarter 1995, total operating revenues declined by $.6 million or 1.1%.
Comparing third quarter 1996 transportation revenues with third quarter 1995,
transportation revenues declined by $.2 million or .5%. Using the same
comparative period, land sales declined by $1.8 million while rents and other
income increased by $1.5 million.
Total operating expenses for the nine months ending September 30, 1996 increased
by $5.3 million or 4.3% when compared to the same period in 1995. For this same
comparative period, transportation expenses increased $1.5 million or 1.6%. As
discussed above, the increases in transportation expenses of $1.5 million
and general and administrative expenses of $1.3 million resulted from the
inclusion of ITI's expenses into consolidated financials offset by reduced
operating expenses associated with haulage agreement and the decline in
shipments in 1996 compared to 1995. Comparing the first nine months 1996
with 1995, realty expenses increased by $2.5 million.
When comparing third quarter 1996 with third quarter 1995, total operating
expenses increased by $1.3 million or 3.2%. The increase of $1.3 million was
represented by an increase in general and administrative expenses of $.2
million, and an increase in realty expenses of $1.1 million. Transportation
expenses remained approximately the same during third quarter 1996 as in third
quarter 1995.
Environmental costs continue to be insignificant expenditures and represent less
than .12% of total revenues or.33% of total current assets. The Company's
policy is to actively prevent environmental problems, and management is
confident current accruals for present and future environmental costs are
sufficient and represent the upper limit of the Company's exposure.
Other income increased $5.3 million during the first nine months of 1996 when
compared to the same period in 1995. This increase was primarily attributable
to an increase of $4.4 million in gains on sales and other disposition of
properties. This gain primarily represents the net amounts received from the
installment sale of fiber optic conduit for $8.7 million, of which two of three
installments have been made. The increase of $1.5 million in other income is
primarily attributable to the capital gains from sales of securities of
approximately $.7 million from the Company's investment portfolio; approximately
$.5 million in scrap sales, and approximately $.3 million in deposits associated
with early termination of contracts by tenants.
RECENT EVENTS
As reported in the 1995 Annual Report to Shareholders, the Special Committee of
the Board of Directors has recommended, and the Board has concurred with the
recommendation, that FECI should pursue a disposition of its transportation
subsidiary, FEC Railway Company, but only in conjunction with a disposition of
all of FECI's realty subsidiary, Gran Central Corporation (GCC).
St. Joe Corporation has indicated a willingness to consider exchanging shares
of FECI stock it owns for all of the shares of GCC stock held by FECI and, in
that regard, has proposed acquiring all the issued and outstanding shares of
common stock of GCC in a tax-free exchange of its shares in FECI in return for
100% ownership of GCC stock. St. Joe and FECI have each hired appraisal firms
to assist in evaluating the property of GCC, and St. Joe and FECI intend to see
if they can negotiate terms of an exchange that will be acceptable to both
parties. Discussions between St. Joe and FECI are ongoing. There can be no
assurance when, if, and on what terms St. Joe may acquire GCC from FECI.
LIQUIDITY AND CAPITAL RESOURCES
FECI's principal sources of liquidity include cash generated by operations,
earnings on invested cash, and earnings on its investment portfolios,
consisting largely of U.S. Treasury securities for its short-term
investments, and approximately $45.5 million being actively managed in other
diversified investment funds.
Current cash generations are used for capital expenditures in the
transportation and realty sectors for the payment of dividends. Other
investments are informally dedicated to major real estate development.
Cash and short-term investments increased $12.2 million to $36.2 million
at September 30, 1996 from $24.0 million at year-end 1995. Other investments
decreased $5.4 million to $63.8 million at September 30, 1996 from $69.2
million at year-end 1995. The Company's working capital position changed
from a ratio of 2.19 to 1.00 at year-end 1995 to ratios of: 2.25 to
1.00 at March 31, 1996; 1.98 to 1.00 at June 30, 1996, and 1.97 to 1.00 at
September 30, 1996.
There were no significant changes in debt, reserves, or other liabilities
during the nine-month period. Authorized and outstanding capital projects
at September 30, 1996 increased to approximately $61.3 million from $33.2
million as of December 31, 1995. Of the $61.3 million of capital projects,
approximately 88% represents realty development projects. These expenditures
are expected to be funded from current operations supplemented, as necessary,
by cash and investments currently on hand.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- ------- -----------------
On April 19, 1996, Florida East Coast Industries, Inc. was served with a
complaint filed by Alan Russell Kahn. The complaint is filed in the Circuit
Court of Duval County, Florida. Mr. Kahn alleges that he is a shareholder of
Florida East Coast Industries, Inc. In addition to Florida East Coast
Industries, Inc., the following entities and persons are named as defendants:
St. Joe Industries, Inc.
St. Joe Corporation
Board of Directors, as individuals
In his prayer for relief, Mr. Kahn requests the following:
(1) an order certifying the action as a class action;
(2) an injunction preventing the sale of Gran Central to St. Joe;
(3) an order requiring the Directors to place Gran Central for sale by means
of an auction, or to accept competitive bids from third parties in some
other fashion;
(4) an order requiring St. Joe to account to Mr. Kahn and the class for any
profits, and
(5) an order granting Mr. Kahn attorneys' fees and costs.
Mr. Kahn and the defendants have entered into a stipulation pursuant to which
the defendants' time to respond to Mr. Kahn's complaint has been extended, and
defendants are required to file an answer or other response within 20 days of
notice in writing to plaintiffs' counsel to defendants' counsel that a response
is required.
Item 5. Other Information
- ------- -----------------
On March 1, 1996, the United States Securities and Exchange Commission sent a
letter to Florida East Coast Industries, Inc., notifying it that the SEC was
conducting an informal inquiry into the trading in the securities of Florida
East Coast Industries, Inc.
The letter requested certain information regarding the circumstances and events
surrounding the proposed acquisition of Gran Central Corporation by St. Joe
Corporation. The requested information was timely provided to the SEC.
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.
FLORIDA EAST COAST INDUSTRIES, INC.
(Registrant)
s/s T.N. Smith
Vice President & Secretary
Dated November 13, 1996
s/s J.R. Yastrzemski
Comptroller
Dated November 13, 1996
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-END> SEP-30-1996 DEC-31-1995
<CASH> 25,786 11,050
<SECURITIES> 10,445 12,999
<RECEIVABLES> 28,845 28,589
<ALLOWANCES> 0 0
<INVENTORY> 11,502 10,223
<CURRENT-ASSETS> 84,426 70,079
<PP&E> 863,404 830,806
<DEPRECIATION> (235,486) (222,166)
<TOTAL-ASSETS> 784,865 756,210
<CURRENT-LIABILITIES> 42,751 32,069
<BONDS> 0 0
<COMMON> 57,946 57,946
0 0
0 0
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 784,865 756,210
<SALES> 152,573 201,107
<TOTAL-REVENUES> 163,693 209,031
<CGS> 0 0
<TOTAL-COSTS> 129,169 166,479
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 426 0
<INCOME-PRETAX> 34,494 42,552
<INCOME-TAX> 12,946 15,915
<INCOME-CONTINUING> 21,548 26,637
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 21,548 26,637
<EPS-PRIMARY> 2.38 2.95
<EPS-DILUTED> .0 .0
