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 June 30, 1997.
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.)
One Malaga Street, St. Augustine, FL 32085-1048
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code
(904) 829-3421
1650 Prudential Drive, Jacksonville, FL 32201-1380
(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 June 30, 1997
Common Stock, $6.25 par value 9,051,987 shares
FLORIDA EAST COAST INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
June 30 December 31
1997 1996
(Unaudited)
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 34,297 $ 23,602
Short-term investments 999 5,973
Accounts receivable, net 24,870 32,203
Materials and supplies 10,900 11,237
Other 6,943 7,803
-------- --------
Total current assets 78,009 80,818
Other investments 74,045 64,654
Properties, less accumulated depreciation
and amortization 650,988 636,019
Other assets and deferred charges 6,913 8,190
-------- --------
$809,955 $789,681
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 22,835 $ 22,705
Income taxes 4,456 4,652
Accrued property taxes 7,726 3,981
Accrued casualty and other reserves 5,271 5,038
Other accrued liabilities 1,931 3,239
-------- --------
Total current liabilities 42,219 39,615
Deferred income taxes 133,901 132,909
Reserves and other long-term liabilities 8,291 8,361
Shareholders' equity:
Common stock, $6.25 par value; 9,360,000 shares
authorized; 9,271,361 shares issued & 9,051,987
shares outstanding 57,946 57,946
Capital surplus 1,598 1,598
Retained earnings 573,038 557,621
Net unrealized gain on debt and
marketable equity securities 3,235 1,904
Less:
Treasury stock at cost (219,374 shares) (10,273) (10,273)
-------- --------
Total shareholders' equity 625,544 608,796
-------- --------
$809,955 $789,681
======== ========
(See accompanying notes)
FLORIDA EAST COAST INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENTS
OF INCOME AND RETAINED EARNINGS
(Dollars in Thousands Except Per Share Amounts)
(Unaudited)
THREE MONTHS SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
1997 1996 1997 1996
-------------------------------------
OPERATING REVENUES:
Transportation $ 45,790 $ 43,281 $ 90,193 $ 85,046
Realty - Sales 15,926 228 21,818 233
- Rents & Other 9,291 7,978 18,434 16,171
-------- -------- -------- --------
Total Revenues 71,007 51,487 130,445 101,450
OPERATING COSTS:
Transportation 31,390 32,697 62,423 64,820
Realty 5,348 5,209 10,917 9,976
Realty Sales 14,725 85 21,138 85
General and Administrative 8,368 5,161 13,699 10,892
-------- -------- --------- --------
Total Operating Costs 59,831 43,152 108,177 85,773
Operating profit 11,176 8,335 22,268 15,677
OTHER INCOME (EXPENSE):
Dividends 110 107 205 200
Interest income 1,118 945 2,423 2,243
Interest expense (151) (257) (242) (324)
Gains on sales and other disposition
of properties 1,237 123 1,332 2,700
Other (net) 699 1,098 1,591 1,760
-------- -------- --------- --------
Total Other Income (Expense) 3,013 2,016 5,309 6,579
Income before income taxes 14,189 10,351 27,577 22,256
INCOME TAXES:
Current 4,763 2,725 10,188 6,977
Deferred 558 1,157 153 1,369
-------- -------- --------- ---------
Total Income Taxes 5,321 3,882 10,341 8,346
Income before minority interest 8,868 6,469 17,236 13,910
Less: minority interest (5) 0 (8) (18)
-------- -------- --------- ---------
Net income $ 8,863 $ 6,469 $ 17,228 $ 13,892
Retained earnings:
Balance at beginning of period 565,081 537,351 557,621 530,834
Cash dividends (906) (904) (1,811) (1,810)
-------- -------- --------- --------
Balance at end of period $573,038 $542,916 $573,038 $542,916
======== ======== ======== ========
Per Share Data:
Cash dividends $ 0.10 $ 0.10 $ 0.20 $ 0.20
======== ======== ======== ========
Earnings per common share $ 0.98 $ 0.71 $ 1.90 $ 1.53
======== ======== ======== ========
(See accompanying notes)
FLORIDA EAST COAST INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
SIX MONTHS ENDED JUNE 30
1997 1996
---- ----
Cash flows from operating activities:
Net income $17,228 $13,892
Adjustments to reconcile net income to cash
generated:
Depreciation and amortization 11,899 11,399
Loss (Gain) on disposition of assets (1,332) (2,700)
Deferred taxes 153 1,369
Changes in operating assets and liabilities:
Accounts receivable 7,333 440
Other current assets 1,197 (1,532)
Other assets and deferred charges 1,277 (2,546)
Accounts payable 130 5,032
Income taxes payable (196) 1,941
Estimated property taxes 3,745 2,901
Other current liabilities (1,075) (308)
Reserves and other long-term liabilities (70) (662)
------- -------
Net cash generated by operating activities 40,289 29,226
Cash flows from investing activities:
Purchases of properties (31,148) (28,018)
Purchases of investments:
Available-for-sale (9,025) (14,515)
Held-to-maturity (5,983) (2,943)
Maturities and redemption of investments:
Available-for-sale 7,261 8,420
Held-to-maturity 5,500 18,350
Proceeds from disposition of assets 5,612 4,570
------- -------
Net cash used in investing activities (27,783) (14,136)
Cash flows from financing activities:
Payment of dividends (1,811) (1,810)
------- -------
Net cash used in financing activities $(1,811) $(1,810)
Net increase in cash & cash equivalents 10,695 13,280
Cash and cash equivalents at beginning of quarter 23,602 11,050
------- -------
Cash and cash equivalents at end of quarter $34,297 $24,330
======= =======
Supplemental disclosure of cash flow information:
Cash paid during the quarter for income taxes $10,536 $ 5,011
======= =======
Cash paid during the quarter for interest $ 242 $ 324
======= =======
(See accompanying notes)
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 (consisting of
normal recurring accruals) considered necessary to present fairly the
financial position as of June 30, 1997 and December 31, 1996, and the
results of operations and cash flows for the six-month periods ended
June 30, 1997 and June 30, 1996.
2. The results of operations for the six months ended June 30, 1997 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 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.
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 liability. 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 of many
issues relating to actions by third parties or changes in environmental
regulation. 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 or liquidity of the
Company in any one period. Environmental liabilities of $2.0 million
for June 30, 1997 and December 31, 1996, respectively, will be paid
over an extended period, and the timing of such payments cannot be
predicted with any confidence.
Gran Central Corporation, a wholly-owned subsidiary of the Company,
entered into an agreement with the State of Florida Department of
Transportation to furnish all land necessary for the construction of the
N.W. 106th Street Interchange on the Homestead Extension of the Florida
Turnpike and to subsidize the Department for 15 years to cover any annual
operating deficit related to the interchange which is not covered by toll
revenues. The maximum assessment amount over the 15 years would be
approximately $9.3 million with no annual assessment to exceed $1.1
million. No assessments have been made to date.
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 is 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 $876
million invested in such assets as of December 31, 1996. 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. Certain prior year amounts have been reclassified to conform with the
current year presentation.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
OVERVIEW
Florida East Coast Industries, Inc.'s (FECI) operating revenues for the
first six months of 1997 reflected an increase of approximately $29.0 million.
Operating costs for the same comparative period increased approximately $22.4
million, resulting in an increase in operating profits of approximately $6.6
million.
Operating revenues for the second quarter 1997, when compared to the second
quarter 1996, increased approximately $19.5 million. Operating costs for the
second quarter 1997, when compared to the same period 1996, increased by $16.7
million, resulting in an increase of $2.8 million in operating profits.
When comparing second quarter 1997 with first quarter 1997, operating
revenues increased by approximately $11.6 million while operating expenses
increased by approximately $11.5 million, resulting in an increase in
operating profits of $.1 million.
ANALYSIS
Revenues: When comparing the first six months of 1997 operating revenues with
the same period in 1996, transportation revenues increased by approximately
$5.1 million or 6.1%. This increase is attributable to a combination of the
8.1% increase in the number of shipments handled in the first six months of
1997 versus 1996 and various rate increases instituted since the beginning of
the year. Sales of realty properties increased approximately $21.6
million when comparing six months of 1997 with 1996. This increase was
substantially comprised of three separate dispositions of properties in the
first and second quarters of 1997 of approximately $4.8 million and $15.3
million, respectively. Realty income increased approximately $2.3 million
for the first six months of 1997 versus 1996. This increase is attributed to a
combination of an increase in the inventory of leasable space of
approximately .5 million square feet.
Comparing second quarter 1997 with second quarter 1996, transportation revenues
increased approximately $2.5 million or 5.8%, again represented by an
increase of approximately 7.7% in the number of shipments handled and various
freight rate increases instituted during this period. During this same period,
realty sales increased approximately $15.7 million, and realty income increased
approximately $1.3 million. The increase in the sales of realty properties of
$15.7 million in the second quarter 1997 was primarily attributed to two
separate dispositions of properties which approximated $15.3 million.
Comparing second quarter 1997 with first quarter 1997, transportation revenues
increased $1.4 million or 3.1%, represented by an approximate increase of 3.4%
in the number of shipments handled. Sales of realty properties increased
approximately $10.0 million from first quarter to second quarter 1997. This
increase was primarily attributable to two separate dispositions of
properties of approximately $15.3 million versus a single disposition of
property of approximately $4.8 million in the first quarter 1997. Realty
income increased $.1 million from first quarter to second quarter 1997.
Operating Costs - Operating costs in the first six months of 1997 increased by
approximately $22.4 million when compared to the same period in 1996. This
increase of approximately $22.4 million was comprised of increases of $.9
million in realty operating cost; $21.1 million in cost of realty sales; $2.8
million in general and administrative costs offset by a decrease in
transportation costs of approximately $2.4 million. The increase in cost of
realty sales was primarily attributable to the costs of three separate
dispositions of realty properties of approximately $20.7 million in the
first six months of 1997. The increase in general and administrative costs
was primarily attributable to a special charge of $2.9 million for expenses
incurred prior to the May 5, 1997 announcement concerning the proposal from
St. Joe Corporation in connection with the possible disposition of the
Florida East Coast Railway Company and Gran Central Corporation (see "Recent
Events"). The decrease of $2.4 million in transportation costs was
attributable to a reduction in casualty and insurance costs of approximately
$1.6 million and various other transportation costs of approximately $.7
million. In 1996, casualty and insurance costs increased because of an
adverse legal judgment against the Company regarding an asbestos case. This
judgment is under appeal proceedings.
Operating costs for the second quarter 1997 increased by $16.7 million when
compared to the second quarter 1996. This increase of $16.7 million was
comprised of increases of $.1 million in realty operating costs; $14.6 million
in cost of realty sales, and $3.2 million in general and administrative
costs, with a decrease of $1.3 million in transportation costs. The increase
of $14.6 million in costs of realty sales was primarily attributable to two
separate dispositions of properties in the second quarter of 1997 of
approximately $14.7 million. Again, the increase in general and
administrative costs and the decrease in transportation costs were primarily
attributable to the reasons discussed in the six-months' comparative above.
When comparing second quarter 1997 with the first quarter 1997, operating costs
increased approximately $11.5 million. This increase of $11.5 million was
comprised of increases in transportation costs of $.4 million; $3.1 million
in general and administrative costs; $8.3 million in costs of realty
properties sold, with decreases of $.2 million in realty operating costs. The
increase of approximately $8.3 million in cost of realty properties sold was
primarily attributable to the two separate dispositions of properties of
$14.7 million in the second quarter 1997 versus a single disposition of
property in the first quarter 1997 of approximately $6.0 million.
Other Income - Other income for the first six months of 1997, when compared to
the same period in 1996, reflected a decrease of approximately $1.3 million.
This decrease was primarily attributable to a first quarter 1996 transaction
involving the receipt of $2.4 million on the sale of fiber optic conduit.
When comparing second quarter 1997 with second quarter 1996, other income
increased approximately $1.0 million. This increase was primarily attributed
to the gains on sales of realty properties of approximately $1.2 million
during the second quarter 1997 by the rail segment of the Company.
When comparing second quarter 1997 with first quarter 1997, other income
increased by approximately $.8 million. This increase was primaily related
to the gains on sales of properties by the rail segment of approximately
$1.2 million.
Net Income - Net income increased approximately $3.3 million when comparing
first six months of 1997 with 1996. Comparing second quarter 1997 with second
quarter 1996, net income increased by approximately $2.4 million. Comparing
second quarter with first quarter 1997, net income increased by approximately
$.5 million.
RECENT EVENTS:
The Company announced on May 5, 1997 that it had received a proposal from
St. Joe Corporation in which St. Joe has offered to merge FECI with a wholly-
owned subsidiary of St. Joe. In the proposed merger, the approximately 4.2
million shares of FECI common stock not owned by St. Joe would be exchanged for
cash at a price of $102 per share. St. Joe's proposal is subject by its terms
to any regulatory approvals and required vote of the outstanding shares of FECI,
as well as customary terms and conditions. The proposal is also subject by its
terms to the negotiation of a merger agreement containing terms mutually
satisfactory to FECI and St. Joe.
The Board of Directors of FECI has authorized a committee of three of its
outside Directors to review the St. Joe proposal; to negotiate its terms and
conditions (including price) if the Special Committee determines that St. Joe's
proposal should be pursued; and to recommend to the full Board of Directors
whether the final terms and conditions (including price) resulting from such
negotiations are fair to and in the best interests of the Company and its
shareholders (other than St. Joe) and should be approved by the Board of
Directors.
The Special Committee has retained counsel and Goldman, Sachs & Co. as
its investment advisor concerning the St. Joe proposal. The Special Committee
and its advisors are analyzing certain information relative to the St. Joe
proposal prior to formulating its response thereto.
There can be no assurances when, if or on what terms FECI and St. Joe can
reach agreement with respect to St. Joe's proposal.
On May 9, 1997, the Company received notification from Franklin Mutual
Advisors, Inc. that, as of that date, it had a present good faith intention
to acquire through open market or privately-negotiated purchases or otherwise,
voting securities of the Company such that it will hold as a result of such
acquisitions at least 15% of the voting securities of the Company. As of
March 1, 1997, Franklin Resources beneficially owned 13% of the Company's
outstanding shares.
LIQUIDITY AND CAPITAL RESOURCES
FEC's principal sources of liquidity include cash generated by operations;
earnings on invested cash, and earnings on its investment portfolio, consisting
largely of U.S. Treasury securities for its short-term investments, and
approximately $48.8 million being actively managed in other diversified
investment funds.
Current cash generations are used for capital expenditures in the
transportation and realty sectors and in payment of dividends. The investment
portfolios are informally dedicated to major real estate development.
Cash and short-term investments increased $5.7 million to $35.3 million
at June 30, 1997 from $29.6 million at year-end 1996. The investment portfolios
increased $9.4 million to $74.0 million at June 30, 1997 from $64.6 million at
year-end 1996. The Company's working capital position changed from a ratio of
2.04 to 1.00 at year-end 1996 to a ratio of 1.69 to 1.00 at March 31, 1997 and
to a ratio of 1.85 to 1.00 at June 30, 1997.
There was no significant change in debt, reserves or other liabilities
during the six-month period and capital projects at June 30, 1997 amounted
to approximately $36.2 million authorized and outstanding versus $31.2 million
authorized and outstanding at December 31, 1996. Of the $36.2 million of
capital projects, approximately 68.1% represents realty development projects.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
During April 1996, an individual, alleging that he is a shareholder of FECI,
instituted a purported class action suit in Florida state court against FECI,
St. Joe Industries, Inc., St. Joe Corporation and members of the FECI Board of
Directors (Messrs. Thornton, Belin, Nedley, Zellers, Fairbanks, Foster, Harper,
Mercer and Parrish). Certain of the aforementioned individuals named in the
action are also directors of St. Joe Corporation. The action, which has
purportedly been brought on behalf of all shareholders of FECI, other than
the defendants and their affiliates, is styled Kahn, et al. v. St. Joe
Industries, Inc., et al., Case No. 96-01874 CA (Circuit Court, Fourth
Judicial Circuit, Duval County, Florida, Division CV-G).
The initial complaint alleged that the defendants breached their fiduciary
duties to the minority shareholders of FECI in connection with the February
26, 1996 announcement by FECI that it was considering the sale of its real
estate subsidiary, GCC, to St. Joe Corporation and the sale of its railroad
subsidiary, FEC Railway, to a third party. On June 12, 1997, the court
entered an order permitting the filing of an amended and supplemental complaint
adding two additional alleged shareholder plaintiffs and claiming that the
defendants also breached their fiduciary duties in connection with the May 5,
1997 proposal by St. Joe Corporation to acquire in a merger the 46% of FECI
that it did not own for $102 per share in cash. According to the amended and
supplemental complaint, the proposed merger price is inadequate and the merger
allegedly would constitute unfair dealing and benefit St. Joe Corporation, as
FECI's majority and controlling shareholder, at the expense of FECI's minority
shareholders. The action seeks, among other things, to certify the litigation
as a class action, enjoin the proposed merger and award damages against
defendants. On June 12, 1997, St. Joe Corporation moved to dismiss the
amended and supplemental complaint.
On July 18, 1997, the parties to the action entered into a stipulation whereby
(1) defendants agreed to appear in the litigation and waive any challenge to
sufficiency and service of process, (ii) plaintiff agreed that defendants' time
to respond to the complaint would be extended such that defendants are not
required to answer or respond to the complaint until plaintiffs' counsel
provides written notice to defendants' counsel that a response is required (a
response is then required to be filed within 14 days), and defendant, St. Joe
Corporation, agreed to postpone proceedings on its motion to dismiss.
During May 1997, another individual, also alleging that he is a shareholder of
FECI, instituted a purported class action suit in the United States District
Court, Middle District of Florida, Jacksonville Division, against the same
defendants named in the Kahn action, other than Mr. Nedley and St. Joe
Industries, Inc., allegedly on behalf of a class consisting of all other
shareholders of FECI as of May 5, 1997 and their successors in interest,
excluding defendants and their affiliates. The action is styled Harold Kokol,
IRA v. W. L. Thornton, et al., Civil Action No. 97-650-Civ.
The complaint alleges that the defendants breached their fiducary duties to the
minority shareholders of FECI in connection with the May 5, 1997 proposal by
St. Joe Corporation to acquire in a merger the 46% of the stock of FECI it
does not already own for $102 per share in cash. According to the complaint,
the proposed transaction is the product of unfair dealing and the price of $102
is unfair and inadequate. The action seeks, among other things, to certify the
litigation as a class action, to enjoin the proposed merger, and to require
defendants to account to the alleged class for damages. Counsel for the
parties have agreed to stipulate to an extension of defendants' time to respond
to the complaint such that defendants will not be required to answer or respond
to the complaint until plaintiff's counsel provides written notice to
defendants' counsel that a response is required (a response would then be
required to be filed in 14 days).
There are no other legal or regulatory proceedings pending or known to be
contemplated which, in the opinion of the General Attorney of the Registrant,
are other than normal and incidental to the kinds of businesses conducted by
the Registrant.
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)
Date: August 13, 1997 /s/ T. Neal Smith
___________________________________
Vice President & Secretary
(Principal Financial Officer)
Date: August 13, 1997 /s/ J.R. Yastrzemski
___________________________________
Comptroller
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<PERIOD-END> JUN-30-1997 DEC-31-1996
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<SECURITIES> 999 5,973
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