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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NO. 2-89530
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FLORIDA EAST COAST INDUSTRIES, INC.
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(Exact name of Registrant as specified in its charter)
FLORIDA 59-2349968
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE MALAGA STREET, ST. AUGUSTINE, FLORIDA 32084
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 829-3421
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Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock-No par value New York Stock Exchange
Collateral Trust 5% Bonds New York Stock Exchange
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 by check mark if the disclosure of delinquent filers, pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained or, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Based on the closing sales price of March 15, 2000, the aggregate market value
of the common stock held by non-affiliates of the Registrant was approximately
$655 million.
The number of shares of the Registrant's common stock, no par value, is
37,218,022 shares issued and 36,418,938 shares outstanding at March 15, 2000,
with 799,084 shares of treasury stock.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Registrant's definitive Proxy Statement for the Annual
Meeting of Shareholders to be held on May 16, 2000 (the "Proxy Statement") are
incorporated in Part III of this Report by reference.
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Forward-Looking Statements
This Form 10-K, including the section entitled "Management's Discussion
and Analysis of Financial Condition and Results of Operations," contains certain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, that are not historical facts. Such forward-looking information may
include, without limitation, statements that the Company does not expect that
lawsuits, environmental costs, commitments, contingent liabilities, labor
negotiations or other matters will have a material adverse effect on its
consolidated financial condition, results of operations or liquidity, and other
similar expressions concerning matters that are not historical facts and
projections as to the Company's financial results. Such statements are subject
to certain risks and uncertainties, which could cause actual results to differ
materially from those anticipated in the forward-looking statements. Important
factors that could cause such differences include, but are not limited to
contractual relationships, industry competition, regulatory developments,
changes in technology, natural events such as weather conditions, floods and
earthquakes, forest fires, the effects of adverse general economic conditions,
changes in the real estate markets and interest rates, fuel prices, and the
ultimate outcome of environmental investigations or proceedings and other types
of claims and litigation.
As a result of these and other factors, the Company may experience
material fluctuations in future operating results on a quarterly or annual
basis, which could materially and adversely affect its business, financial
condition, operating results and stock price.
Readers should not place undue reliance on forward-looking statements
which reflect management's view only as of the date hereof. The Company
undertakes no obligation to publicly release revisions to these forward-looking
statements that reflect events or circumstances after the date hereof or reflect
the occurrence of unanticipated events.
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PART I
As used throughout this Form 10-K Annual Report, the terms "FECI," the "Company"
and "Registrant" mean Florida East Coast Industries, Inc. and its consolidated
subsidiaries.
ITEM 1. BUSINESS
GENERAL
FECI is a holding company incorporated under the laws of the state of Florida in
1983, engaged, through four wholly-owned subsidiaries, in rail and trucking
operations, real estate (ownership, development and management) and
telecommunications (dark fiber and broadband capacity sales). The Company's rail
operations connect many of the major population centers and port facilities of
Florida, and provide efficient service for its customers through multiple
competitive connections to the rest of North America. Florida East Coast Railway
("FECR"), FECI's subsidiary, carries construction aggregate (crushed stone and
sand), automobiles and other rail carload commodities, as well as intermodal
freight. The Company, through its real estate subsidiary, has extensive and
valuable real estate holdings in Florida, totaling approximately 17,800 acres,
including 5.2 million square feet of commercial and industrial space in 50
buildings owned by the Company, 509,000 square feet under construction, and
686,000 square feet in pre-development stages. The Company owns unimproved land,
including certain land (1,255 acres) with relevant development permits
authorizing the construction of 16 million square feet of additional industrial
and commercial space and raw land, which has yet to be entitled for development.
EPIK Communications Incorporated ("EPIK"), the Company's telecommunications
subsidiary previously known as FEC Telecom, Inc., is based in Orlando, Florida,
and is a provider of wholesale telecommunications private line services
("bandwidth") and dark fiber. As of December 31, 1999, EPIK's "Florida
Footprint" included 12,600 fiber miles of "dark fiber" fiber optic cable, 350
miles of active ("lit") fiber network, as well as telecommunications conduit
comprising a 790-mile "telecommunications loop" that will reach 12 of Florida's
15 largest population centers and 70% of its total population. EPIK also entered
into a swap of dark fiber with another carrier to gain fiber in Louisiana and
Texas. Subsequent to December 31, 1999, EPIK has installed additional dark
fiber, is activating additional portions of the "Florida Footprint" and has
entered into other fiber swaps to expand its dark fiber network. EPIK is
pursuing further expansions to its lit and dark fiber networks.
RECAPITALIZATION AND DISTRIBUTION TRANSACTION
On October 27, 1999, The St. Joe Company ("St. Joe") and FECI announced they
have agreed to undertake a recapitalization of the Company to facilitate a pro
rata tax-free spin-off to St. Joe's shareholders of St. Joe's 54% equity
interest in the Company.
As part of the recapitalization, St. Joe will exchange all of its shares of the
Company's common stock for an equal number of shares of a new class of the
Company's common stock. The holders of the new class of the Company's common
stock will be entitled to elect 80% of the members of the Board of Directors of
the Company, but the new common stock will otherwise have substantially
identical rights to the existing common stock. The new class of the Company's
common stock will be distributed pro rata to St. Joe shareholders in a tax-free
distribution. St. Joe will not retain any equity interest in the Company after
the spin-off is completed.
The recapitalization, exchange and spin-off are expected to be completed during
the second or third quarter of 2000.The transaction is subject to a number of
conditions, including the receipt of an Internal Revenue Service ruling
concerning the tax-free status of the proposed spin-off. On March 8, 2000, FECI
shareholders, including a majority of the shares not held by St. Joe or its
affiliates, approved the recapitalization pursuant to a Plan of Merger and
amendments to FECI's Articles of Incorporation. Costs (legal, advisory, etc.)
associated with the spin-off are expected to be approximately $2.5 million.
At the closing of the transaction, various real estate service agreements
between St. Joe and Gran Central Corporation ("GCC"), a wholly-owned subsidiary
of the Company, will become effective. Under the terms of these agreements,
which extend for up to three years after the closing of the transaction, GCC
will retain St. Joe, acting through its affiliates, to continue to develop and
manage certain commercial and industrial real estate holdings of GCC.
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INDUSTRY OVERVIEW
RAILWAY
Railroads are divided into three classes based on operating revenues: Class I,
$250 million or more; Class II, $20 million to $250 million; and Class III, less
than $20 million. As a result of mergers and consolidations, there are currently
seven Class I railroads in the country. Proposals for further consolidation of
Class I railroads are pending before the United States Surface Transportation
Board. The Class I systems handle approximately 90% of the nation's rail freight
business. Although consolidation is beginning to occur, the number of Class II
and Class III railroads has risen in the last two decades as the rail freight
industry experienced a revitalization after the 1980 passage of the Staggers
Rail Act, which substantially deregulated the pricing and types of services
provided by railroads. As a result, railroads were able to achieve significant
productivity gains and operating cost decreases while gaining pricing
flexibility. Rail freight service has become more competitive with other
transportation modes in both quality and price. The most recent examples of
consolidation in the industry are the acquisition and division of Conrail
between CSX Corporation and Norfolk Southern Corporation ("NS"); the proposed
combination of Burlington Northern Santa Fe and Canadian National Illinois
Central and, on the short-line segment, the acquisition of RailTex by
RailAmerica. The industry has experienced significant service disruptions as a
result of the consolidation of Union Pacific with Southern Pacific and the
acquisition and division of Conrail.
Freight railroads generally handle two types of traffic: conventional carloads
and intermodal containers and trailers used in the shipment of goods via more
than one mode of transportation, e.g., by ship, rail and truck. By using a
hub-and-spoke approach to shipping, multiple containers can be moved by rail to
and from an intermodal terminal, and then either delivered to their final
destinations by trucks or transferred to ships for export. Over the past decade,
commodity shippers have increasingly turned to intermodal transportation
principally as an alternative to long-haul trucking. The development of
intermodal double-stack technology, which allows containers to be moved one on
top of the other in specially designed rail cars, together with increasing
highway traffic congestion and the shortage of long-haul truck drivers, has
contributed to this trend.
FECR operates a Class II railroad along 350 miles of mainline track between
Jacksonville and Miami, Florida, serving some of the most densely populated
areas of the state. FECR also owns and operates approximately 184 miles of
switching track and 159 miles of yard track, all wholly within Florida. FECR has
the only coastal right-of-way between Jacksonville and Miami and is the
exclusive rail-service provider to the Port of Palm Beach, Port Everglades (Fort
Lauderdale) and the Port of Miami.
FECR principally transports trailers and containers on flatcars, rail carloads
of crushed stone and other construction materials, motor vehicles, foodstuffs
and other consumer products, chemicals and paper.
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The following table summarizes the Company's freight shipments by commodity
group and as a percentage of rail freight revenues:
<TABLE>
<CAPTION>
TRAFFIC
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YEAR ENDED DECEMBER 31, 1999
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(dollars and units in thousands)
COMMODITY UNITS PERCENTAGE (%) AMT. OF REVENUE PERCENTAGE (%)
- --------- ----- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Intermodal
TOFC/COFC 287.3 62.3 $65,251 41.2
Rail Carloads
Crushed stone 110.3 23.9 46,354 29.25
Construction materials 5.4 1.2 3,195 2.02
Vehicles 24.3 5.3 18,973 11.97
Foodstuffs 8.4 1.8 6,376 4.0
Chemicals 4.2 0.9 4,752 3.0
Paper 8.7 1.9 7,837 4.9
Other 12.7 2.7 5,744 3.6
----- ----- -------- -----
Total 461.3 100.0 $158,482 100.0
===== ===== ======== =====
</TABLE>
FECR connects with NS and with CSX Transportation, Inc. ("CSXT") at Jacksonville
and is able to offer its customers competitive rail connections to the rest of
North America. During 1999, approximately 45% of FECR's freight revenues were
attributable to traffic that originated on other railroads; approximately 5% was
attributable to traffic that originated on FECR but bound for other
destinations, and 50% was attributable to traffic that both originated and
terminated on FECR's system ("local traffic"). With the exception of haulage
services provided for South Central Florida Express, described below, FECR does
not receive traffic from one railroad to be passed over its track to another
railroad. Because all of FECR's traffic either originates in or is bound for
Florida, FECR's revenues can fluctuate seasonally and with economic conditions
in Florida rising as the economy expands and declining as it contracts.
Customers are generally given a "through freight" rate, a single figure
encompassing the rail transportation of a commodity from point of origin to
point of destination, regardless of the number of carriers that handles the car.
Rates are developed by the carriers based on the commodity, volume, distance and
competitive market considerations. The entire freight bill is paid either to the
originating carrier ("prepaid"), or to the destination carrier ("collect"), and
divided among all carriers which handle the move. The basis for the division
varies and can be based on factors (or revenue requirements) independently
established by each carrier which comprise the through rate, or on a percentage
basis established by division agreements among the carriers. A carrier such as
FECR, which actually places the car at the customer's location and attends to
the customer's daily switching requirements, receives revenue greater than an
amount based simply on mileage hauled.
FECR serves over 750 direct rail-served customers, as well as hundreds of other
customers through the Company's intermodal operations. The Company's five
largest customers accounted for approximately 40% of freight revenues in 1999.
One customer accounted for approximately 17% of the Company's rail freight
revenues in 1999.
FECR handles rail cars for South Central Florida Express, Inc. ("South Central")
between Fort Pierce and Jacksonville for interchange with CSXT or NS. South
Central is a short-line railroad operating under a twenty-year Trackage Rights
Agreement over a branch line owned by FECR extending from Fort Pierce to Lake
Harbor. A concurrent Car Haulage Agreement is in effect between Fort Pierce and
Jacksonville.
As owner in fee simple of its railroad right-of-way extending along the East
Coast from Jacksonville to Miami, FECR actively manages this and ancillary real
estate assets owned by it to generate miscellaneous rents and right-of-way lease
profits. FECR leases its right-of-way to various tenants for uses including
utility company installations and telecommunications companies' fiber optics
systems pursuant to long-term leases. FECR
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continues its pursuit of further opportunities in the telecommunications
industry to provide right-of-way leases for fiber optic systems. These revenues
are included in the telecommunications segment. In addition, FECR generates
revenues from the grant of licenses and leases to use railroad property for
outdoor advertising, parking lots and lateral crossings of wires and pipes by
utility companies. These miscellaneous rents are included in the rail segment's
operating revenues.
TRUCKING
FECI also owns 100% of the stock of International Transit, Inc. ("ITI"). FECI
acquired an 80% interest in ITI on April 1, 1995 and the remaining 20% on June
25, 1997. ITI is a common and contract motor carrier operating throughout the
U.S., with a concentration in the Southeast and Midwest. ITI offers truckload
over-the-road service, as well as intermodal drayage. ITI also offers
transportation logistic services and maintains a brokerage operation. ITI
generates revenues from trucking, brokerage and contract logistic services.
Ownership of ITI enables the Company to provide coordinated motor/rail
intermodal services with FECR to and from southeastern points.
During 1999 and 1998, ITI interlined 13,902 and 13,456 intermodal units
(trailers and containers), respectively, with FECR's intermodal facility at
Jacksonville.
REAL ESTATE
FECI owns 100% of the stock of GCC. GCC is engaged in the development, leasing,
management and sales of real estate.
GCC owns, operates and leases commercial and industrial properties throughout
Florida. GCC owned and operated 50 buildings as of December 31, 1999, with
approximately 5.2 million square feet of rentable commercial/industrial space on
365 acres of land. A schedule of these buildings is included in Part 1, Item 2
of this Report. At December 31, 1999, GCC's buildings in service for more than
one year were 89% leased, while 85% of its portfolio as a whole, including newly
constructed buildings, were leased. GCC's buildings are primarily Class "A"
office space and high-quality commercial/industrial facilities constructed after
1987.
At December 31, 1999, GCC had 509,000 square feet under construction, and
686,000 square feet in pre-development, for a total of 1,195,000 square feet,
primarily located in the Jacksonville, Orlando and Miami areas. At the
pre-development phase, GCC has obtained the necessary permits and invested in
engineering, architectural planning and design.
GCC also owns approximately 14,400 acres of undeveloped land in inventory for
potential future commercial and industrial development, primarily situated
adjacent to FECR's rights-of-way along the eastern coast of Florida. Significant
other holdings are in urban or suburban locations offering opportunities for
development of business parks, office buildings, warehouse and industrial
facilities. The Company believes these holdings will provide significant growth
opportunities.
PROJECTS UNDER DEVELOPMENT
The primary focus of GCC's development activities has been the Miami,
Jacksonville and Orlando areas, all of which are highly active with local,
regional and national development companies competing for land and tenants.
The projects under development include:
- GRAN PARK AT SOUTHPARK - ORLANDO, FL: Located at the
intersection of John Young Parkway and Beeline Expressway.
Three buildings, totaling 429,000 square feet, have been
completed. At December 31, 1999, three buildings, totaling
408,000 square feet, were under development, with completions
scheduled for mid-2000. The park has entitlements for an
additional 114,000 square feet of office and call center
space.
In 1999, based on the success of SouthPark, GCC acquired an
additional 90 acres adjacent to the existing park. The land
has entitlements for 1.8 million square feet of office space
and 9 acres of retail uses.
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- BEACON STATION AT GRAN PARK - MIAMI, FL: Located northwest of
Miami International Airport. Twenty-four buildings, totaling
2.4 million square feet, have been completed. At December 31,
1999, a 101,000-square foot operations center for Union
Planters Bank was under construction, with completion
scheduled for mid-2000. The park has entitlements for an
additional 6.2 million square feet of office, industrial and
commercial space. Site preparation is currently underway for
four industrial projects totaling 586,000 square feet. GCC has
also developed 540,000 square feet of industrial space at
Beacon Station in a 50/50 joint venture with Duke-Weeks Realty
Corporation.
GCC owns 540 acres adjacent to this park for future
development.
- BEACON POINTE AT WESTON - WESTON, FL: Located in west Broward
County at I-75 in Weston. In 1998, GCC purchased 30 acres with
entitlements for 375,000 square feet of office space. GCC
intends to develop the project in a 50/50 joint venture with
Duke-Weeks Realty Corporation. The first 100,000-square foot
office building was completed in 1999. Site preparation is
currently underway for the second 100,000-square foot office
building.
The following is a summary of the Company's development activity as of December
31, 1999:
<TABLE>
<CAPTION>
NET RENTABLE
STATUS OWNER PROPERTY DESCRIPTION SQUARE FEET START DATE
------ ----- -------------------- ----------- ----------
<S> <C> <C> <C> <C>
Under construction GCC Gran Park at SouthPark 177,800 May 1999
Under construction GCC Gran Park at SouthPark 132,000 Aug. 1999
Under construction GCC Gran Park at SouthPark 97,800 Oct. 1999
Under construction GCC Beacon Station at Gran Park 101,400 Oct. 1999
Pre-development GCC Beacon Station at Gran Park 160,600 TBD
Pre-development GCC Beacon Station at Gran Park 182,000 TBD
Pre-development GCC Beacon Station at Gran Park 200,700 TBD
Pre-development GCC Beacon Station at Gran Park 42,800 TBD
Pre-development GCC/Weeks Beacon Pointe at Weston 100,000 TBD
---------
Total 1,195,100
=========
</TABLE>
Management is currently evaluating a number of initiatives which capitalize on
the convergence of the Company's real estate and telecom interests.
In addition, the rapidly growing area of E-Commerce has created a demand for
"high throughput" distribution buildings located near airports and seaports.
This major evolution in distribution patterns is expected to have a positive
impact on the Company's industrial land holdings, particularly those around the
Miami International Airport. Management is currently formulating a strategy to
maximize the value of its holdings in view of these significant trends.
Effective as of January 1, 1998, GCC entered into an Asset Management Agreement
with St. Joe, pursuant to which St. Joe assumed the management, including
permitting, development planning, construction oversight, operation and leasing
of GCC's real estate. St. Joe's compensation for these services is in accordance
with the agreement (see Part II, Item 8, "Financial Statements and Supplemental
Data," and notes thereto). St. Joe owns directly 54% of the common stock of FECI
and is a diversified company engaged primarily in the commercial, residential
and resort real estate business.
As previously mentioned, on October 27, 1999, FECI and St. Joe announced that
they had entered into a Distribution and Recapitalization Agreement
("Distribution Agreement") pursuant to which, subject to shareholder approval,
the shares of FECI common stock held by St. Joe will be recapitalized to create
a new class of FECI common stock called Class B common stock. Class B shares
will be distributed to St. Joe's shareholders as promptly as practicable
following the recapitalization (Distribution).
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Effective upon the Distribution, St. Joe and GCC will revise the Real Estate
Agreements to restructure the relationship. The parties will transition the
performance of asset management services from St. Joe to GCC between the date of
the Distribution and December 31, 2000. St. Joe will provide property
management, leasing, and development services for certain GCC properties for a
period of three years from the date of the Distribution. In addition, GCC and
St. Joe will jointly own and develop certain properties presently owned by GCC
and certain properties presently owned or to be acquired in the future by St.
Joe.
St. Joe will pay $6 million in three annual installments commencing on the date
of the Distribution as additional consideration for GCC's willingness to enter
into the restructured Real Estate Agreements. GCC will pay St. Joe a stipulated
amount for asset management services through December 31, 2000. For such
services, GCC will pay St. Joe an amount equivalent to an annualized payment of
$1,750,000, adjusted pro rata because the term of the Management Agreement is
less than one year and also reduced pro rata by one-half percent by the value of
any property sold during the year. GCC will pay St. Joe two and one-half percent
of collected receipts, subject to customary exclusions, for property management
services, lease commissions ranging from one percent to seven percent of fixed
rent for leasing services and development fees equal to actual project costs as
defined in the restructured Real Estate Agreements multiplied by four percent.
Development fees will be paid in installments through design and construction,
with the final 30% conditioned on St. Joe's satisfaction of lease-up
requirements.
In addition to the Company's real estate activities conducted by GCC, FECR
generates realty revenues from leases and sales on FECR-owned but non-operating
property, such as leases of land for parking lots and rail- and non-rail-served
warehouses.
TELECOMMUNICATIONS
EPIK, a wholly-owned subsidiary of FECI, is a new, rapidly growing provider of
wholesale telecommunications private line services ("bandwidth") and dark fiber
in the Southeast. Established in May 1999, EPIK has created a high-capacity
fiber optic network along a densely populated corridor reaching metropolitan
areas with over 70% of Florida's population. EPIK's fiber runs along FECR's
railroad right-of-way and in conduits on other routes acquired through asset
swaps. EPIK is also expanding its network into other states and is rapidly
deploying next generation technologies that will meet the escalating demand for
telecommunications bandwidth.
As of December 31, 1999, the EPIK network consisted of 12,600 fiber miles of
"dark fiber" fiber optic cable, 350 miles of active ("lit") fiber network, and a
telecommunications conduit comprising a 790-mile "telecommunications loop" in
Florida. The active network consisted of seven Points of Presence ("POPs") in
major metropolitan areas on the East Coast of Florida, from which customers can
be served, and three optical amplification sites. The POPs are equipped with
Nortel Networks(TM) Optera(TM) OC-192 DWDM optical equipment, and use SONET
architecture to provide the highest levels of service protection. Subsequent to
December 31, 1999, EPIK has installed an additional 70,000 fiber miles of dark
fiber in Florida, is activating additional portions of the "Florida Footprint,"
and has entered into other fiber swaps to expand its dark fiber network route
miles to over 2,500 miles. EPIK is actively negotiating further expansions to
its dark fiber and lit capacity networks on both inter-city and metropolitan
routes through both fiber swaps and new construction.
EPIK's network is targeted at the "carriers' carrier" market in which it will
provide wholesale bandwidth services to carry the voice and data traffic of
Inter-Exchange Carriers ("IXCs"), Competitive Local Exchange Carriers ("CLECs")
Internet Service Providers ("ISPs"), and wireless communications companies such
as cellular and Personal Communication Services ("PCS") providers. Service
features include:
- - Transport speeds ranging from DS-3 to OC-192 (the highest commercially
available service speed)
- - Accessible, centrally-located points of presence in major metropolitan
areas
- - Geographically diverse SONET ring architecture
In addition to providing bandwidth services, EPIK will lease or sell dark fiber
on its network. The Company will also make "wave services and dim fiber"
available to customers who wish to provide their own optronics at end points in
the network. Included in these service offerings are:
- - Splicing and pre-sale testing of fiber
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- - Maintenance of network
- - Collocation facilities for installation of customer equipment
- - Access to carrier hotels in major metropolitan areas
The telecommunications segment of FECI also includes revenue from long-term
right-of-way leases to other telecommunications carriers.
FINANCIAL INFORMATION ABOUT FECI'S SEGMENTS
The Company had total segment operating revenues in 1999 of $329.3 million and
an operating profit of $70.8 million. The Company's total railroad operating
revenues were approximately $166.1 million; trucking revenues were approximately
$29 million; real estate revenues were approximately $128.8 million, and
telecommunications revenues were $5.4 million. Segment operating profit (loss)
for the railroad was $35.7 million; ($1.2 million) for trucking; $34.4 million
for the real estate business, and $1.9 million for the telecommunications
segment, (see Footnote 9, "Segment Information," of the Consolidated Financial
Statements and supplementary data set forth in Part II, Item 8, of this Report
on Form 10-K).
SOURCES AND AVAILABILITY OF RAW MATERIALS
Certain telecommunications materials (fiber optic cable and opto-electronics)
are currently provided by a limited number of suppliers. Due to extremely high
demand for fiber optic cable and the limited availability of suppliers, EPIK has
experienced some delays in delivery of ordered materials. EPIK works closely
with suppliers to minimize any affect this condition may have on the build-out
of the network plan.
All other raw materials the Railway, GCC and ITI use, including fuel, track
materials and building construction materials, are available in adequate supply
from multiple sources.
SEASONALITY
FECR's rail traffic is relatively stable throughout the year with heavier
traffic ordinarily occurring during the first and last quarters of the year. Its
real estate, trucking and telecommunications businesses are not generally
seasonal.
WORKING CAPITAL
The Company has a strong working capital position. Current assets exceeded
current liabilities by $57.9 million at December 31, 1999.
CUSTOMERS
RAILWAY
One customer generated about 17% of the Company's rail revenues in 1999. The
Company's business could be adversely affected if its large customers suffered
significant reductions in their businesses, or reduced shipments of commodities
transported by the Railway.
TRUCKING
The trucking operation is not dependent on any significant customer. No customer
generates revenue which exceeds 10% of the trucking operation's revenues. The
top fifty shippers of the trucking operation's customer base accounts for
approximately 80% of its revenues.
REAL ESTATE
The Company is not dependent on any significant customer in the real estate
segment. GCC's largest commercial tenant occupied approximately 3% of leased
space in 1999.
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TELECOMMUNICATIONS
As a wholesale provider of communication services, EPIK targets other
telecommunications carriers as its customers. In particular, EPIK's sales and
marketing efforts are directed towards Inter-Exchange Carriers ("IXCs"),
Competitive Local Exchange Carriers ("CLECs"), Internet Service Providers
("ISPs"), and wireless communications companies such as cellular and Personal
Communication Services ("PCS") providers.
In October 1999, EPIK reported its first long-term lease of dark fiber in a
transaction that will result in recognition of over $19 million in revenue over
a 20-year contract. Subsequent to December 31, 1999, EPIK has signed other lease
contracts for dark fiber, and is installing private line circuits for other
carriers.
COMPETITION
RAILWAY
Although the Company's railroad is typically the only rail carrier directly
serving its customers, the Company's railroad competes directly with other
railroads that could potentially deliver freight to their markets and customers
via different routes and use of multiple modes of transportation. The railroad's
primary rail competition is CSXT. FECR also competes directly with other modes
of transportation, including motor carriers and, to a lesser extent, ships and
barges. Competition is based primarily upon the rate charged and the transit
time required, as well as the quality and reliability of the service provided.
Any improvement in the cost or quality of these alternate modes of
transportation could increase competition from these other modes of
transportation and adversely affect the Company's business.
There is continuing strong competition among rail, water and highway carriers.
Price is usually only one factor of importance as shippers and receivers choose
a transport mode and a specific transportation company with which to do
business. Inventory carrying costs, service reliability, ease of handling, and
the desire to avoid loss and damage during transit are increasingly important
considerations, especially for higher valued finished goods, machinery and
consumer products. Users are increasingly sensitive to transport arrangements,
which minimize problems at successive production stages, even for raw materials,
semi-finished goods and work-in-process.
Service disruptions and changes in services offered by NS and CSXT as a result
of their acquisition and division of Conrail have adversely affected FECR's
intermodal business.
TRUCKING
The same competitive factors, as noted in Railway above, substantially affect
the Company's trucking operations as well.
REAL ESTATE
The real estate industry is generally characterized by significant competition.
The Company plans to continue to expand through office and industrial
developments in Florida where the acquisition and/or development of property
would, in the opinion of management, result in a favorable risk-adjusted return
on investment. There are a number of office and industrial developers and real
estate companies that compete with the Company in seeking properties for
acquisition, resources for development and prospective tenants. Competition from
other real estate developments may adversely affect the Company's ability to
attract and retain tenants, rental rates the Company can achieve, and the
expenses of operation. The Company may compete with entities that have greater
financial and other resources than the Company. There can be no assurance that
the existence of such competition could not have a material adverse effect on
the Company's business, operations and cash flow.
TELECOMMUNICATIONS
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The wholesale carriers' carrier business is highly competitive and subject to
rapid change. Competition is primarily on the basis of availability, price and
customer service. EPIK competes primarily on the bases of location of our
network, rapid customer provisioning, transmission quality and reliability,
highly responsive customer service and price. EPIK faces substantial competition
from Inter-Exchange Carriers ("IXCs"), other private wholesale carriers such as
affiliates of energy utilities and railroads, Incumbent Local Exchange Carriers
("ILECs"), and Competitive Local Exchange Carriers ("CLECs"). In addition to
these entities, potential competitors capable of offering services similar to
those offered by EPIK include microwave carriers, satellite carriers, wireless
telephone system operators, and end-users with private communications networks.
Many of EPIK's existing competitors are large, established companies with
substantially greater financial resources. Major competitors include, but are
not limited to, Level 3, Qwest, Williams, BellSouth, MCI, Worldcom and AT&T.
Additionally, EPIK expects that competition will increase in the future as
additional providers of fiber optic networks enter or expand in the market.
REGULATION
RAILWAY
FECR is subject to regulation by the Surface Transportation Board ("STB") of the
U.S. Department of Transportation, which succeeded the ICC on January 1, 1996.
The STB has jurisdiction over some rates, routes, conditions of service and the
extension or abandonment of rail lines. The STB also has jurisdiction over the
consolidation, merger or acquisition of control of and by rail common carriers.
The U.S. Department of Transportation, through the Federal Railroad
Administration, regulates the safety of railroad operations, including certain
track and mechanical equipment standards and certain human factor issues.
The relaxation of economic regulation of railroads, begun over a decade ago by
the ICC under the Staggers Rail Act of 1980 ("Staggers Act"), has continued
under the STB, and additional rail business could be exempted from regulation in
the future. Significant exemptions are TOFC/COFC (i.e., "piggyback") business,
rail boxcar traffic, lumber, manufactured steel, automobiles and certain bulk
commodities such as sand, gravel, pulpwood and wood chips for paper
manufacturing. Transportation contracts on regulated shipments, which no longer
require regulatory approval, effectively remove those shipments from regulation
as well. Over 95% of FECR's freight revenues come from either exempt traffic or
traffic moving under transportation contracts.
Due, in part, to industry consolidation and certain service issues, efforts were
made in 1999 to re-subject the rail industry to federal economic regulation.
This pressure could continue during 2000. The Staggers Act encouraged and
enabled rail carriers to innovate and to compete for business, thereby
contributing to the economic health of the nation and to the revitalization of
the industry. Accordingly, the nation's rail carriers can be expected to
vigorously oppose these ongoing efforts to re-impose such economic regulation.
TRUCKING
The Company's trucking operation is regulated by the United States Department of
Transportation, including the Federal Highway Administration. This regulatory
authority exercises broad powers, generally governing activities such as
authorizations to engage in motor carrier operations, safety, and certain
mergers, consolidations and acquisitions.
RAILWAY AND TRUCKING
The Company's transportation operations, both rail and trucking, are also
subject to extensive environmental laws and regulations, including the federal
Clean Air Act ("CERCLA"), and various other environmental laws and regulations.
Violations of various statutory and regulatory programs can result in civil
penalties, remediation expenses, natural resource damage claims, potential
injunctions, cease and desist orders and criminal penalties. Some environmental
statutes impose strict liability, rendering a person liable for environmental
damage without regard to negligence or fault on the part of such person. In
addition, the Company's present and historic ownership and operation of real
property, including rail yards, in connection with its transportation operations
involve the storage, use or disposal of hazardous substances that may have
contaminated and may in the future contaminate the environment. The Company may
also be liable for the costs of cleaning up a site at which it has disposed
(intentionally or unintentionally of hazardous substances by virtue of, for
example, an
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<PAGE> 12
accident, derailment or leak) or to which it has transported hazardous
substances it generated, such as waste oil.
The Company is currently involved in various remediations of properties relating
to its transportation operations. In addition, FECR, along with many other
companies, has been named a potentially responsible party in proceedings under
Federal statutes for the clean up of designated Superfund sites (see Item 3,
"Legal Proceedings"). Based on presently available information, the Company does
not believe that the costs of addressing any known environmental issues relating
to its transportation operations will be material. However, the future cost of
complying with environmental laws and containing or remediating contamination
cannot be predicted with any certainty, and there can be no assurances that such
liabilities or costs would not have a material adverse effect on the Company in
the future.
REAL ESTATE
Development of real property in Florida entails an extensive approval process
involving overlapping regulatory jurisdictions. Real estate projects must
generally comply with the provisions of the Local Government Comprehensive
Planning and Land Development Regulation Act (the "Growth Management Act"). In
addition, development projects that exceed certain specified regulatory
thresholds require approval of a comprehensive Development of Regional Impact
("DRI") application. Compliance with the Growth Management Act and the DRI
process is usually lengthy and costly and can be expected to materially affect
the Company's real estate development activities.
The Growth Management Act requires counties and cities to adopt comprehensive
plans guiding and controlling future real property development in their
respective jurisdictions. After a local government adopts its comprehensive
plan, all development orders and development permits that it issues must be
consistent with the plan. Each such plan must address such topics as future land
use, capital improvements, traffic circulation, sanitation, sewerage, potable
water, drainage and solid wastes. The local government's comprehensive plans
must also establish "levels of service" with respect to certain specified public
facilities and services to residents. Local governments are prohibited from
issuing development orders or permits if facilities and services are not
operating at established levels of service, or if the projects for which permits
are requested will reduce the level of service for public facilities below the
level of service established in the local government's comprehensive plan. If
the proposed development would reduce the established level of services below
the level set by the plan, the development order will require that at the outset
of the project, the developer either sufficiently improve the services to meet
the required level, or provide financial assurances that the additional services
will be provided as the project progresses.
The Growth Management Act is, in some instances, significantly affecting the
ability of developers to obtain local government approval in Florida. In many
areas, infrastructure funding has not kept pace with growth. As a result,
substandard facilities and services are delaying or preventing the issuance of
permits. The Growth Management Act could adversely affect the ability of Florida
developers, including GCC, to develop real estate projects.
Continued growth and development of properties in Florida have prompted efforts
to pass legislation to curtail or more intensely regulate such development.
The DRI review process includes an evaluation of the project's impact on the
environment, infrastructure and government services, and requires the
involvement of numerous federal, state and local governmental, zoning and
community development agencies and authorities. Local government approval of any
DRI is subject to appeal to the Governor and Cabinet by the Florida Department
of Community Affairs, and adverse decisions by the Governor or Cabinet are
subject to judicial appeal.
In addition, a substantial portion of the developable property in Florida,
including certain of the Company's property, is raw land located in areas where
its development may affect the natural habitats of various endangered or
protected wildlife species or in sensitive environmental areas such as wetlands
and coastal
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areas, which are subject to extensive and evolving federal, state and local
regulation. Accordingly, federal, state and local wildlife protection, zoning
and land use restrictions, as well as community development requirements, may
become increasingly restrictive and, as a result, significant limitations may be
imposed on the Company's ability to develop its real estate holdings in
accordance with their most profitable uses.
The Company's ownership and development of real estate are subject to extensive
and changing federal, state and local environmental laws, the provisions and
enforcement of which may become more stringent in the future. Pursuant to those
laws, the owner or operator of real estate may be required to perform
remediation regardless of whether it caused the contamination. The sale or
development of properties may also be restricted due to environmental concerns,
the protection of endangered species, or the protection of wetlands. In
addition, violations of various statutory and regulatory programs can result in
civil penalties, remediation expenses, natural resource damages, potential
injunctions, cease and desist orders and criminal penalties. The Company is not
presently aware of any material contamination, or any material adverse
environmental development issues relating to its real estate operations.
However, there can be no assurance that environmental issues will not arise in
the future relating to the real estate operations.
TELECOMMUNICATIONS
EPIK does not believe that its telecommunications offerings currently are
subject to federal or state regulation. Nonetheless, the telecommunications
industry is highly regulated by federal, state, and local authorities, judicial
and legislative actions may increase regulatory requirements, and the scope of
services subject to regulation is not clearly defined and is subject to change.
EPIK, therefore, cannot forecast whether it will be subject to regulation in the
future and can make no assurance that future regulatory, judicial, or
legislative action will not have a material adverse effect on EPIK.
Federal regulation. The Federal Communications Commission ("FCC") regulates
interstate telecommunications services. The Communications Act of 1934, as
amended, defines "telecommunications service" to mean the "offering of
telecommunications for a fee directly to the public, or to such classes of users
as to be effectively available directly to the public, regardless of the
facilities used." The FCC has found that telecommunications services include
only those services that are offered on a "common carrier" basis - that is,
services that are provided pursuant to standard rates, terms, and conditions to
a broad customer base. In contrast, services that are offered on a "private
carrier" basis are not subject to regulation as telecommunications services.
EPIK believes that it acts as a private carrier because it provides service to a
limited class of customers (e.g., other carriers) on the basis of individually
negotiated terms and conditions and long-term service agreements.
Although private carriers are generally unregulated, private carriers that serve
end-user customers are required to contribute to the federal universal service
fund. Accordingly, if EPIK offers services only to carriers, it would not have
to contribute to the federal universal service fund. However, to the extent that
EPIK serves non-carriers (e.g., ISPs), even as a private carrier, it will have
to contribute a percentage of its end-user, interstate revenues to that fund.
If EPIK is found to be providing interstate telecommunications services, then
several additional regulatory requirements could apply:
- - If EPIK offers those services to non-carriers (including Internet
Service Providers), it would have to file tariffs at the FCC. If EPIK
continues to serve only carriers, it would not have to file tariffs at
the FCC.
- - EPIK would not require any prior FCC authorization to provide domestic,
interstate service. It would, however, require prior FCC authorization
to offer international services.
- - EPIK would have to comply with various reporting requirements.
- - EPIK would be required to contribute to other federal funds, including
funds to support the provision of telecommunications relay services to
individuals with hearing disabilities and the administration of
telephone numbering resources.
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- - EPIK would be under general obligations to: (1) provide service upon
reasonable request, (2) provide service at just, reasonable, and
non-discriminatory rates, terms, and conditions, (3) interconnect
directly or indirectly with the networks of other carriers, (4) assure
that its services are accessible to and usable by persons with
disabilities, (5) assure that its network complies with the
requirements of the Communications Assistance for Law Enforcement Act,
(6) limit its use of customer proprietary network information to
provisioning of the services in connection with that information was
obtained, and (7) be subject to the FCC's complaint process.
Imposition of some or all of these requirements could materially increase EPIK's
costs of doing business and limit its pricing flexibility and its ability to
respond promptly to customer demands. In addition, if some of EPIK's competitors
remain unregulated, EPIK could be at a material competitive disadvantage.
State regulation. State public utility commissions ("PUCs") regulate intrastate
telecommunications services. EPIK does not believe it is subject to significant
state PUC regulation because it acts as a private carrier. For example, Florida
recognizes the private carrier concept. Some other states, however, may not
recognize the private carrier concept or may nonetheless seek to subject EPIK to
regulation. State regulation of intrastate telecommunications services is
similar to FCC regulation of interstate telecommunications services, although
the states vary considerably in the nature and extent of regulation imposed on
regulated entities. For example, while most states require service providers to
obtain formal prior authorization before initiating service, some do not.
Similarly, while most states require service providers to file tariffs, some do
not. States also may impose universal service contribution requirements and
other rules intended to protect public safety and welfare, ensure the continued
quality of communications services, and safeguard the rights of consumers. The
Company cannot predict whether application of state regulation of EPIK's
services would have a material adverse effect.
Local regulation. Local governments exercise legal authority that may impact
EPIK's business. For example, local governments typically have the ability to
license public rights-of-way, subject to the limitation that they may not
prohibit the provision of telecommunications services. Regulation of the use of
public rights-of-way may affect the timing in which EPIK is able to provide
service and the costs of doing so.
RISKS RELATING TO REAL ESTATE OPERATIONS
Market Risks. There can be no assurance that the U.S. economy, in general, or
the economy of the Southeast in particular, will continue to experience positive
growth rates or that the United States, in general, or the Southeast in
particular, will not be affected by a recession in the future. Certain
significant expenditures associated with the development, management and
servicing of real estate (such as real estate taxes, maintenance costs and debt
payments, if any) would generally not be reduced if an economic downturn caused
a reduction in revenues from the Company's properties.
Development Risks. The Company's real estate development activities require
significant capital expenditures. The Company will be required to obtain funds
for its capital expenditures and operating activities through cash flow from
operations, property sales or financings. There can be no assurances that funds
available from cash flow, property sales and financings will be sufficient to
fund the Company's required or desired capital expenditures for development. If
the Company were unable to obtain sufficient funds, it might have to defer or
otherwise limit certain development activities. Further, any new development or
any rehabilitation of older projects can require compliance with new building
codes and other regulations. The Company cannot estimate the cost of complying
with such codes and regulations, and such costs can make a new project or some
otherwise desirable uses of an existing project uneconomic.
Joint Venture Risks. The Company has entered into certain joint venture
relationships and may initiate future joint venture projects as part of its
overall development strategy. A joint venture may involve special risks
associated with the possibility that (i) the venture partner at any time may
have economic or business interests or goals that are inconsistent with those of
the Company, (ii) the venture partner may take actions contrary to the
instructions or requests of the Company, or contrary to the Company's policies
or objectives with respect to its real estate investments, or (iii) the venture
partner could experience financial difficulties. Actions by the Company's
venture partners may have the result of subjecting property owned by the joint
venture to liabilities in excess of those contemplated by the terms of the joint
venture agreement or have other adverse consequences.
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In addition, the Company's joint venture partners may dedicate time and
resources to existing commitments and responsibilities.
RISKS RELATING TO TELECOMMUNICATIONS OPERATIONS
Technological risks. The telecommunications industry is subject to rapid and
significant changes in technology. For example, recent technological advances
permit substantial increases in transmission capacity of both new and existing
fiber. The introduction of new products and services or the emergence of new
technologies may reduce the cost or increase the supply of certain services
similar to those provided by EPIK, impairing the competitiveness of EPIK's
offerings. EPIK cannot predict which of many possible future product and service
offerings will be crucial to maintain its competitive position or what
expenditures will be required to develop profitably and to provide such products
and services.
Competition-related risks. The telecommunications industry is highly
competitive. EPIK faces substantial competition from IXCs, other private
wholesale carriers such as affiliates of energy utilities and railroads, and
CLECs. In addition to these entities, potential competitors capable of offering
services similar to those offered by EPIK include microwave carriers, satellite
carriers, wireless telephone system operators, and end-users with private
communications networks. In the future, EPIK may be subject to more intense
competition due to the development of new technologies, an increased supply of
domestic and international transmission capacity, and consolidation among and
between local and long distance carriers. In addition, as the regional Bell
operating companies gain authority to enter into long distance service markets,
they may be able rapidly to offer competitive services over region-wide fiber
optic networks that already are in place.
Regulatory risks. Regulation of the telecommunications industry is changing
rapidly. Existing and future federal, state, and local governmental regulations
will greatly influence the viability of EPIK. Undesirable regulatory changes
could adversely affect EPIK's business, financial condition, competitiveness,
and results of operations. For example, while EPIK does not believe that it is
subject to federal or state regulation as a common carrier, EPIK cannot predict
the future regulatory status of its business. The FCC has recognized a class of
private, non-common carriers whose practice it is to make individualized
decisions on what terms and with whom to deal, and EPIK believes it falls into
this class. These carriers may be subject to the FCC's jurisdiction, but are not
currently extensively regulated. In addition, some states may not recognize the
private carrier concept and, for this or other reasons, may seek to regulate
EPIK's intrastate services. If EPIK becomes subject to the FCC's or state PUC
jurisdiction, it will be required to comply with a number of regulatory
requirements, including, but not limited to, rate regulation, prior
authorization requirements, reporting requirements, and special payments.
Additionally, if EPIK offers services to non-carriers, it will have to
contribute to the federal universal service fund. Compliance with these
regulatory requirements may impose substantial administrative burdens on EPIK.
Furthermore, CLECs, ILECs, and IXCs (which may be both customers and competitors
of EPIK) are subject to various federal and state telecommunications laws and
regulations. Changes in those laws and policies may affect EPIK's business by
virtue of the interrelationships between EPIK and these regulated
telecommunications companies. It is difficult for EPIK to forecast how these
changes will affect EPIK.
EMPLOYEES
FECI employed 12 people, while FECR employed 841. ITI employed 192 employees,
and EPIK employed 13 as of December 31, 1999. Approximately 660 of FECR's
employees are represented by the following labor unions: United Transportation
Union ("UTU") (train and engine service employees), Brotherhood of Maintenance
of Way Employees ("BMWE") (track maintenance and structures) and International
Brotherhood of Electrical Workers ("IBEW") (seven crafts, including agents and
clerical, carmen, maintenance of equipment foremen, roadway shop, signals and
communications, train dispatchers, boilermakers, electricians, machinists,
sheetmetal workers and shop laborers). The Company has recently completed
negotiations regarding changes to labor agreements with all organizations. The
Company considers its working relationship with its unions to be satisfactory.
As of December 31, 1999, GCC had four employees, including a Chief Operating
Officer and other key management members. During 2000, certain additional
positions within GCC will be filled to facilitate the transition of the real
estate operation.
ITEM 2. PROPERTIES
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The Company's material physical properties at December 31, 1999 are listed below
and are grouped by industry segment. All properties shown are owned in fee
simple, except where otherwise indicated.
RAILWAY
FECR owns three connected four-story buildings in St. Augustine, Florida which
are used by FECI and FECR as corporate headquarters. FECR also owns, in fee
simple, a railroad right-of-way, generally 100 feet wide, along the East Coast
of Florida extending for 350 miles used for its railroad operations and
telecommunications facilities. FECR also owns 91 miles of branch mainline,
various rail car marshalling yards, trailer/container and automobile loading and
unloading facilities, signaling system facilities and a number of operating
offices, shops and service house buildings.
On March 2, 1998, FECR entered into a Trackage Agreement with South Central
providing for, among other things, the exclusive operation and maintenance of 56
miles of the 91 miles of branch mainline.
Tracks in all classes, their bridges and the fixed property and signal
improvements supporting the transportation effort, are maintained to a level
equaling the needs of service. The mainline and its passing tracks are, in
general, constructed of 132-pound per yard continuous welded rail supported on
concrete crossties. These facilities provide a reliable infrastructure for the
conduct of a transportation service suited to the business demands of our
customers, to include unrestricted movement of double-stacked containers,
tri-level automobiles and heavier axle rail cars.
The branch mainlines, way switching and yard tracks are, for the most part, of
115-pound per yard materials supported by wood ties. These tracks and certain
mainline yard tracks are of a lesser weight of rail supported on wood ties and,
although in suitable condition, are to be improved by the installation of
heavier materials. Programs designed to address this matter may be expected to
extend over several future years.
FECR owns 81 diesel electric locomotives; 2,483 freight cars; 883 trailers for
highway revenue service; numerous pieces of rail-mounted and non-rail-mounted
work equipment, and numerous automobiles used in maintenance and transportation
operations. All equipment owned is in good physical condition.
TRUCKING
ITI leases approximately 3,500-sq. ft. of office space in Cincinnati, OH where
its corporate headquarters and terminal dispatching operations are located.
ITI leases 717-sq. ft. of office space in Jacksonville, Florida from FECR, and
7,168-sq. ft. of office space in Jacksonville from the prior owner of ITI. ITI
leases 1,000-sq. ft. of office space in Byron, Georgia; approximately 1,000-sq.
ft. of office space in Albany, Georgia, and 2,500-sq. ft. in Atlanta, Georgia
for terminal dispatching operations.
ITI has approximately 200 tractors available, consisting of 87 owner-operated
tractors and 6 terminal hostlers. ITI has a total of 289 trailers in its fleet,
consisting of 8-45', 26-48' and 255-53' dry vans.
TELECOMMUNICATIONS
Buildings and land: EPIK leases approximately 11,500-sq. ft. of office space in
Orlando, Florida where its corporate headquarters are located. EPIK also leases
200 sq. ft. of space for its telecommunications equipment in Teleplace, and
3,279 sq. ft. of space in New World Tower, both in Miami, Florida. EPIK has also
purchased a 27,500 sq. ft. office building in Jacksonville, Florida that will be
converted to house telecommunications equipment for EPIK and for its customers.
EPIK owns 15 specialized telecommunications huts, totaling 6,480 sq. ft. to
house telecommunications equipment. Nine of these facilities are located on the
Florida East Coast Railroad right-of-way. The other huts are located on various
parcels of land adjacent to the fiber network.
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Telecommunications equipment: EPIK's "Florida Footprint(TM)" network has 12,600
strand miles of single mode fiber, and has 70,000 strand miles of non-zero mode
dispersion shifted fiber, and is installing an additional 100,000 strand miles
in Florida. This fiber is, or will be, installed in 790 miles of
telecommunications conduit, buried along FECR's railroad right-of-way and on
other railroad and highway rights-of-way. The active portion of the network (350
miles as of December 31, 1999) uses Nortel NetworksTM OpteraTM OC-192 DWDM
optical equipment, which will also be used to activate the remainder of the
"Florida Footprint.TM" EPIK has also entered into dark fiber swapping agreements
with other carriers that provide 20 year indefeasible rights-to-use (IRUs) on
3,011 additional route miles in Florida, Georgia, Louisiana, Texas and Colorado.
EPIK is pursuing additional fiber swaps and conduit acquisitions that will
further extend its geographic footprint and route miles. These swapping
agreements also provide reciprocal access to collocation facilities.
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REAL ESTATE
At year-end 1999, GCC's commercial and industrial portfolio included 50
buildings aggregating 5.2 million rentable square feet. GCC's income-producing
properties are detailed below:
GCC'S INCOME-PRODUCING PROJECTS
(at December 31, 1999)
<TABLE>
<CAPTION>
RENTABLE OCCUPIED
NO. OF SQUARE SQUARE % YEAR
LOCATION BLDGS. TYPE FEET FEET OCCUPIED BUILT
- -------- ------ ---- ---- ---- -------- -----
<S> <C> <C> <C> <C> <C> <C>
DuPont Center
Jacksonville, FL 2 Office Buildings 160,000 160,000 100 1987-88
Gran Park at
Deerwood South
Jacksonville, FL 4 Office Buildings 519,000 482,000 93 1996-98
Gran Park at
Deerwood North
Jacksonville, FL 1 Office Building 134,000 48,000 36 1999
Gran Park at 1 Office Building 125,000 125,000 100 1999
Jacksonville 4 Office/Showroom/Warehouses 441,500 333,000 75 1997-99
Jacksonville, FL 1 Front Load Warehouse 99,000 46,000 46 1997
1 Rail Warehouse 108,000 57,000 53 1997
Gran Park at the 3 Office Buildings 242,000 204,000 84 1992-95
Avenues 3 Office/Showroom/Warehouses 172,000 125,000 73 1992-97
Jacksonville, FL 2 Office Warehouses 302,000 283,000 94 1994-96
Gran Park at SouthPark 2 Office Buildings 297,000 222,000 75 1998-99
Orlando, FL 1 Office/Showroom/Warehouse 132,000 111,000 84 1998
Beacon Station at 5 Office/Showroom/Warehouses 369,000 367,000 99 1988-94
Gran Park 6 Office Warehouses 588,000 509,000 87 1990-97
Miami, FL 4 Rail Warehouses 397,000 347,000 87 1989-94
7 Front Load Warehouses 790,000 692,000 88 1991-95
1 Double Front Load Warehouse 239,000 239,000 100 1993
1 Office Service Center 39,000 39,000 100 1994
Pompano Rail Building
Pompano Beach, FL 1 Rail Warehouse 54,000 54,000 100 1987
-- --------- ---------- ---
TOTAL-100% OWNED BUILDINGS 50 5,207,500 4,443,000 85
== ========= ========= ===
</TABLE>
Note: An additional 640,000 rentable square feet of office and industrial
product are owned in 50/50 partnerships with Duke-Weeks. These properties are
located in Weston, Florida and Miami, Florida.
The Company periodically reviews its inventory of income-producing commercial
and industrial properties and undeveloped properties to determine how best to
maximize their value. In certain circumstances, the review has, in the past,
resulted in the sale of certain properties and may, in the future, result in the
sale of certain of the properties listed on Page 17, as well as other properties
which may be developed in the future. The Company continues to invest in the
development of additional leasable commercial and industrial space, and
currently has 509,000 square feet under construction and 686,000 square feet in
the pre-development stage, (see Part I, Item 1, "Business," in this Report on
Form 10-K).
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GCC's land portfolio includes the following major land holdings:
BALL TRACT
A 2,150-acre tract located in northern St. Johns County along the growing US 1
corridor between Jacksonville and St. Augustine. The property fronts on US 1 to
the west, the Intracoastal Waterway to the east, and lies between two large
announced mixed-use residential and commercial communities not yet under
development. GCC expects the property to be similarly as a master planned
community incorporating both residential and commercial uses, but must first
seek and obtain various land use approvals from state, regional and local
governmental entities.
LEMBERG NORTH
A 580-acre tract located in northern St. Johns County along the growing US 1
corridor between Jacksonville and St. Augustine. The property fronts along the
western boundary of FECR's mainline which is immediately adjacent to US 1. GCC
expects to develop the property as a rail-oriented industrial park, but must
first seek and obtain various approvals from state, regional and local
governmental entities.
LEMBERG SOUTH
A 520-acre tract located in northern St. Johns County just west of the growing
US 1 corridor between Jacksonville and St. Augustine. GCC expects to seek and
obtain land use and development rights for the development of a planned
residential community on the property.
MILLER SHOP
A 327-acre tract, partially owned by GCC and FECR (GCC, 70 acres; FECR, 257
acres), located in St. Johns County along US 1 at the northern end of the city
of St. Augustine. The property fronts along US 1 on the east, and the San
Sebastian River on the west. GCC expects to master plan this property for a
variety of mixed uses of commercial, industrial and residential. Additionally,
GCC has received entitlements for 150,000 square feet of commercial development
on 28 acres of the property.
NATIONAL GARDENS
A 5,900-acre tract located in Volusia and Flagler Counties divided by the
intersection of I-95 and US 1. As demand develops, GCC expects to master plan
portions of the property for a mixed use of commercial, industrial and
residential uses, but will need to first seek and obtain various land use
approvals from state, regional and local governmental entities.
TICO TRACT
A 1,700-acre tract located in northern unincorporated Brevard County just to the
southwest of the city limits of Titusville. The property fronts along I-95, SR
405 and US 1 and surrounds the Space Coast Executive Airport on two sides. At
such time that demand for industrial development dictates, GCC expects to
develop the property as a planned industrial park, but will need to first seek
and obtain various approvals from state, regional and local governmental
entities.
FORT PIERCE K-4
A 565-acre tract located in St. Lucie County at the southeast quadrant of the
intersection of I-95 and the Florida Turnpike. The land use designation for the
property is for mixed-use development, with 160 acres of the property presently
zoned for heavy industrial. The remainder is presently zoned for agriculture
residential. When market analysis reflects the proper demand for industrial use,
GCC expects to develop the industrial zoned property for sale. Various approvals
from state, regional and local governmental entities will be required.
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DOWNTOWN MIAMI LOTS
A 9-acre tract located in downtown Miami fronting on NW 1st Avenue adjacent to
the Miami Arena and less than one block from an announced Federal Courthouse.
The future land use designation and zoning of the property are for
office/mixed-use. GCC is evaluating the development of the property for the
allowable use.
The Company owned and managed 17,774 acres of land at year-end 1999, which
included 365 acres on which the buildings set forth immediately above are
located; 1,869 acres developed with infrastructure ready to receive buildings,
including the projects under development described in Item 1, Part 1 of this
Report; 14,358 acres of undeveloped properties described in Item 1, Part I of
this Report, and 1,182 acres owned by FECR. These properties are held for lease,
development and/or sale and are in fifteen counties of the state of Florida as
follows:
<TABLE>
<CAPTION>
COUNTIES ACRES
-------- -----
<S> <C>
Duval 1,486
St. Johns 3,385
Putnam 87
Flagler 3,462
Volusia 3,584
Brevard 2,546
Orange 176
Indian River 5
St. Lucie 610
Martin 648
Palm Beach 31
Broward 61
Dade 1,586
Manatee 87
Okeechobee 20
------
Total 17,774
======
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
FECR has been named as a potentially responsible party ("PRP") by the United
States Environmental Protection Agency ("USEPA") for the remediation of six
sites. On the first site, the USEPA has alleged that FECR caused certain
materials, including waste oil, to be disposed of at the site over a period of
years. The USEPA has offered all named PRPs an opportunity to participate in its
new pilot allocation program. This program is similar to binding arbitration.
Since FECR is participating in this program, its share of the liability for the
remediation will be fixed. Based on the allocator's assessment of
responsibility, FECR believes that its liability for the remediation of the site
will not be material.
FECR was contacted by the USEPA during 1996 seeking reimbursement of costs
associated with the remediation of a site in Hialeah, Florida. An individual
operated a business on this site for a number of years. The building slightly
encroached upon FECR's right-of-way. Upon discovering this, FECR entered into a
lease agreement with the business owner rather than require the building be
removed. The individual has ceased doing business. The USEPA is seeking
reimbursement from FECR on the grounds that FECR was an "owner" of the site.
FECR had no involvement in the contamination, but has been named as a PRP solely
as a result of its ownership of the underlying land on which the building
encroached. The ultimate cost, if any, is not expected to be material.
In 1999, FECR resolved EPA's claims at two of the six sites, with contributions
to the remediation costs totaling less than $75,000 in the aggregate. FECR
expects to resolve EPA's claim on another site shortly in an amount less than
$25,000. FECR resolved EPA's claim regarding a site in Virginia in 1996 and does
not expect any additional liability.
18
<PAGE> 21
FECR has recently become aware that contaminants from historic railroad
operations in a yard adjacent to its railroad right-of-way may have migrated
through the movement of groundwater off-site. FECR is working closely with the
Florida Department of Environmental Protection to investigate this matter and to
develop an appropriate plan of remediation, if required as a result of the
investigation. Possible alternatives include natural attenuation or groundwater
pumping and treatment. Based on information available to FECR as of the date of
this report, the costs of investigating and addressing this possible migration
are not expected to be material or cause material changes in the business.
Compliance with federal, state and local laws and regulations is a principal
goal of the Company. The Company, through its subsidiaries, has entered into a
number of consent orders with state regulatory agencies to remediate certain
identified sites. The Company continues to cooperate with federal, state and
local agencies to ensure its facilities are operated in compliance with
applicable environmental laws and regulations. The Company is not aware of any
monetary sanctions to be imposed which, in the aggregate, are likely to exceed
$100,000, nor does it believe that corrections, if any, will necessitate
significant capital outlays or cause material changes in the business.
The Company is a defendant in a number of lawsuits and is involved in government
proceedings arising in the ordinary course of business, including bodily injury
claims and contract claims. While management of the Company cannot predict the
outcome of such litigation and other proceedings, management does not expect
these matters to have a materially adverse effect on the consolidated financial
condition, cash flows or results of operations of the Company. The Company does
carry comprehensive liability insurance for certain of such claims, but
maintains a significant self-insured retention amount, consistent with the
transportation industry's standards.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the fourth
quarter of 1999.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The common stock of FECI, owned by 628 stockholders of record as of December 31,
1999, is traded on the New York Stock Exchange with the symbol FLA.
The following table shows the high and low sales prices and dividends per share
by quarter for 1999 and 1998 after restatement to reflect the four-for-one split
of the Company's common stock which became effective June 1, 1998:
<TABLE>
<CAPTION>
COMMON STOCK PRICE CASH
- ------------------ DIVIDENDS
1999 HIGH LOW PAID
---- ---- --- ----
<S> <C> <C> <C>
First Quarter $35 1/8 $25 7/8 $.025
Second Quarter $44 1/4 $26 3/4 $.025
Third Quarter $43 7/8 $29 5/8 $.025
Fourth Quarter $45 3/8 $31 $.025
1998
----
First Quarter $28 5/8 $23 1/2 $.025
Second Quarter $31 3/4 $27 1/2 $.025
Third Quarter $30 1/2 $23 $.025
Fourth Quarter $36 $26 $.025
</TABLE>
19
<PAGE> 22
The Company pays quarterly cash dividends on its outstanding shares of common
stock. The determination of the amount of future cash dividends, if any, to be
declared and paid by the Company will depend upon, among other things, the
Company's financial condition, funds from operations, level of capital
expenditures, future business prospects and other factors deemed relevant by the
Board of Directors. The closing price of the Company's common stock was $43.875
as of March 15, 2000.
20
<PAGE> 23
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data set forth below with respect to the
Company's consolidated statements of income for each of the five years in the
period ended December 31, 1999, and with respect to the consolidated balance
sheets for the same periods are derived from the consolidated financial
statements.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Operating Revenues 324,273 247,776 250,520 208,031 201,107
Operating Expenses (excl. special charges) 255,376 189,939 198,198 170,425 166,479
---------------------------------------------------------
Operating Profit (excl. special charges) 68,897 57,837 52,322 37,606 34,628
Special Charges (7,487) 0 0 0 0
---------------------------------------------------------
Operating Profit (after special charges) 61,410 57,837 52,322 37,606 34,628
Other Income (excl. special charges) 5,362 12,362 10,635 10,511 7,294
Special Charges to Other Income (762) 0 0 0 0
---------------------------------------------------------
Other Income (with special charges) 4,600 12,362 10,635 10,511 7,294
---------------------------------------------------------
Income before Income Taxes 66,010 70,199 62,957 48,117 42,552
Provision for Income Taxes 25,231 26,578 22,822 17,703 15,915
---------------------------------------------------------
Net Income 40,779 43,621 40,135 30,414 26,637
=========================================================
Net Income (excl. special charges) 45,892 43,621 40,135 30,414 26,637
=========================================================
Earnings Per Share-Basic & Diluted $ 1.12 $ 1.20 $ 1.11 $ 0.84 $ 0.74
=========================================================
Earnings Per Share-Basic & Diluted
(excl. special charges) $ 1.26 $ 1.20 $ 1.11 $ 0.84 $ 0.74
=========================================================
Weighted-Average Shares-Basic 36,302 36,286 36,286 36,208 36,208
=========================================================
Weighted-Average Shares-Diluted 36,509 36,299 36,286 36,208 36,208
=========================================================
Cash Dividends Declared on Common Stock 3,636 3,627 3,624 3,627 3,616
=========================================================
Cash Dividends Declared Per Share on
Common Stock $ .10 $ .10 $ .10 $ .10 $ .10
=========================================================
</TABLE>
<TABLE>
<CAPTION>
AT DECEMBER 31,
---------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA: (dollars in thousands)
Total Assets (a) 910,878 871,541 825,490 789,681 756,210
Cash and Investments 102,552 85,423 103,144 94,229 93,275
Properties Less Accumulated Depreciation 742,176 720,891 663,672 636,019 608,640
Shareholders' Equity 724,441 686,831 648,875 608,796 581,860
</TABLE>
(a)-Certain amounts have been reclassified to conform with the current year's
presentation.
21
<PAGE> 24
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's discussion and analysis should be read in conjunction with Item 8,
"Consolidated Financial Statements," Item 1, "Business," and Item 2,
"Properties," included elsewhere herein. The following discussion contains
forward-looking statements. The Company's actual results may differ
significantly from those projected in the forward-looking statements.
GENERAL OVERVIEW
FECI is a holding company engaged, through four wholly-owned subsidiaries, in
the rail, trucking, real estate and telecommunications businesses.
Except for certain of the Company's trucking and telecommunications assets and
operations, the Company's assets and operations are located in the state of
Florida. Consequently more broadly, the Company's performance is significantly
affected by the general health of the Florida economy, as well as the national
economy. The Company's real estate operations are cyclical and are affected by
local demographic and general economic trends and the supply and rate of
absorption of new construction. Although the Company's real estate business has
a large portfolio of income-producing properties that provide stable operating
results, the Company's real estate earnings may be significantly affected from
period to period by the nature and timing of sales of development property and
other assets.
The Company generates rail operating revenues primarily from the movement of
freight in both conventional freight cars and intermodal shipments of containers
and trailers on flatcars over its rail lines. Freight revenues are recorded
proportionately as freight moves from origin to destination. Modest non-freight
operating revenues are derived from demurrage and detention (equipment per diem
paid by customers), switching, weighing, special train and other transportation
services, as well as from services rendered to freight customers and other
outside parties by the Company's Maintenance of Way, Communications and Signals
and Maintenance of Equipment Departments. The Company has one railroad customer,
which accounted for approximately 12.5%, 15.3% and 17% of its operating revenues
in 1997, 1998 and 1999, respectively. The Company does not believe that this
customer will cease to be a rail shipper or will significantly decrease its
freight volume in the foreseeable future. In the event that this customer or
another large customer should cease or significantly reduce its rail freight
operations, management believes that the Company could restructure its
operations to reduce operating costs by an amount sufficient to offset the
decrease in operating revenues.
Trucking revenues are generated by various services, including full
over-the-road service, intermodal pick up and delivery and transportation
brokerage.
The Company's rail and trucking operating expenses consist of salaries and wages
and related payroll taxes and employee benefits, depreciation, insurance and
casualty claim expense, diesel fuel, car hire, property taxes, materials and
supplies, purchased services and other expenses. Many of the railway's operating
expenses are of a relatively fixed nature, and do not increase or decrease
proportionately with increases or decreases in operating revenues unless the
Company's management takes specific actions to restructure the Company's
operations. The Company experiences increases/decreases in fuel costs as the
price of diesel fuel fluctuates in the market.
Real estate operating revenues are generated from (i) rental of lease contracts
on its commercial and industrial portfolio of buildings and (ii) sales of land
and/or buildings.
Real estate operating expenses include the costs of real estate sales and of
managing commercial and industrial properties. The Company sells certain real
estate holdings when it determines its rate of return on such property is
advantageous. Real estate expenses can fluctuate significantly year to year due
to the costs of such sales. The Company incurs property management expenses,
such as building maintenance, leasing, advertising costs and property taxes, as
new buildings are completed and placed in the Company's inventory of leasable
22
<PAGE> 25
properties.
Telecommunications revenues are generated from leases of railroad right-of-way
to other telecommunications companies for the installation of fiber optic and
other facilities. In the Company's newly formed telecommunications business,
revenues will be derived from long-term leases and sales of dark fiber, for
which revenues are recognized over the lease contract, sale of broadband private
line circuits, and leases of collocation facilities.
Telecommunications expenses are primarily salaries and wages, related payroll
taxes, employee benefits, professional services, depreciation, purchased
services and other expenses.
RESULTS OF OPERATIONS
Discussion is based on segment information - see Note 9 included in Item 8 of
this Report.
Operating revenues in 1999 increased by $76.6 million to $329.3 million from
$252.7 million in 1998. This $76.6 million increase consisted of increases of
approximately $75.7 million in the realty segment, and $2.7 million in the
railway segments offset by decreases of approximately $.8 million in the
trucking segment, and $1 million in the telecommunications segment. Real estate
revenues included the sale of three industrial parks with proceeds of $63.2
million. The remainder of realty revenue increases results from rental income
and sales of undeveloped property.
The 1999 results of operations include the unique costs consisting of spin-off
related expenses ($2.5 million); start-up cost for EPIK ($3.5 million);
settlement of previous year litigation ($2.7 million), and placement costs for
new management team ($1.9 million). These costs are considered non-recurring or
should be reduced in future periods.
RESULTS FOR 1999 COMPARED TO 1998
REVENUES
RAILWAY
FECR handled 174,000 rail carloads in 1999 compared to 161,000 in 1998, an
increase of 13,000 carloads or 8.1%. The railroad handled 287,000 intermodal
units in 1999 compared to 326,000 in 1998, a decrease of 39,000 or 12.0%.
Railway revenues increased to $166 million in 1999 from $163 million in 1998, an
increase of approximately $3 million or 2%. This increase was primarily
attributable to increases in shipments of aggregate and automotive/automotive
parts traffic. Aggregate shipments increased in 1999 by 7,100 carloads or 6.8%
over 1998. This increase is reflective of a sustaining strong Florida economy as
evidenced with continued growth in residential and commercial markets, as well
as highway construction projects. Automotive and automobile-related traffic
increased in 1999 by approximately 1,800 rail cars or 8.0% over 1998. The
increase in the number of automotive shipments is primarily attributable to
continued strength in the shipment of new vehicles to Miami, as well as the
opening of an automotive handling facility on the Company's property in
Titusville in 1998 by NS.
The decrease in intermodal shipments includes a decrease of approximately 25,700
or 11.0% in trailers handled, and a decrease in containers handled of 13,600 or
12.9%. The overall 12.0% decrease in intermodal shipments primarily results from
Norfolk Southern's service redesign that commenced in 1998 whereby certain
terminals along the East Coast of Florida were no longer marketed. Port
consolidations and the repositioning of certain traffic from 20' to 40'
equipment also contributed to the decrease.
Other carload traffic increased 4,200 carloads or 11.9%. This increase was
primarily due to new traffic received at the new Norfolk Southern bulk terminal
facility located on FECR's right-of-way. Traffic volumes associated with the
South Central Florida Express also increased in 1999.
TRUCKING
The Company's trucking subsidiary's operating revenues were down slightly at
$29.0 million in 1999 from $29.8
23
<PAGE> 26
million in 1998. This decrease was primarily attributable to the loss of three
customer accounts during the third quarter, which was not fully offset by new
business.
REAL ESTATE
The Company generated operating revenues ($128.8 million in 1999 and $53 million
in 1998) in its realty segment from both real estate owned by GCC and real
estate owned by FECR. GCC generated revenues ($125.8 million in 1999 and $50.5
million in 1998) from rent of its improved and certain unimproved properties and
sales of certain real estate assets. FECR's realty revenues ($3 million in 1999
and $2.5 million in 1998) are generated by leases and sales of non-operating
properties.
GCC's revenues increased by $75.3 million (149%) to $125.8 million in 1999
compared to $50.5 million in 1998. The increase is primarily associated with
1999 real estate sales which contributed $70.1 million to the increase over
1998. Two industrial parks in Miami, with ten operating buildings (1.2 million
square feet), were sold in the first quarter of 1999, generating revenues of $49
million. Additionally, one industrial park in Jacksonville, with six buildings,
was sold during December 1999, generating revenues of $13.6 million. Increased
rental revenues contributed the remaining $5.2 million of the increase in total
GCC revenues over 1998 rental revenues of $43 million. Increased rental revenues
were primarily generated from increased occupancy and rental rates of buildings
completed during 1998 and "leased-up" during 1998 and 1999. Increases in rental
revenues from "same store" ($2.5 million) and new buildings completed in 1999
($1.9 million) were offset by decreased revenues ($3.9 million) from buildings
sold during 1999.
The Company uses a supplemental performance measure along with operating profit
to report its operating results for its real estate operations. This measure is
earnings before interest expense, income taxes, depreciation and amortization
(EBITDA). EBITDA is not a measure of operating results or cash flows from
operating activities as defined by generally accepted accounting principles.
Additionally, EBITDA is not necessarily indicative of cash available to fund
cash needs and should not be considered as an alternative to cash flows as a
measure of liquidity. However, the Company believes that EBITDA provides
relevant information about its real estate operations and, along with operating
profit, is useful in understanding its real estate operating results. GCC
generated EBITDA of approximately $47.1 million in 1999 compared to $27.1
million in 1998, a $20 million increase or 74% over 1998. $15 million of the
increased EBITDA resulted from sales of the previously mentioned industrial
parks and certain undeveloped land parcels. The remaining increases in EBITDA
related to rental activities.
TELECOMMUNICATIONS
Telecommunications revenues for 1999 were $5.4 million, $1 million less than
1998. Included in 1998 revenues was a $2.5 million recognition of a non-monetary
exchange involving fiber optic cables. Results for 1999 reflect increased
revenues provided under lease renewals and new leases.
EXPENSES
Operating expenses overall increased $73 million in 1999 to approximately $268
million. Operating expense increases in 1999 consisted of approximately $57.1
million in the realty segment, $5.4 million for the railway segment, $3.4
million in the telecommunications segment, $6.6 million for corporate general
and administrative and $.5 million for the trucking segment.
RAILWAY
Operating expenses increased $5.4 million to $130.4 million at December 31,
1999. Included in 1999 operating expenses were $5.5 million of special charge
items shown in Note 4 of the financial statements. These special charge items
were included in the captions "Materials" ($1.2 million), "General and
Administrative" ($4.4 million) and "Other" ($.8 million).
24
<PAGE> 27
Increased fuel costs of $.4 million; a $2.7 million settlement of a lawsuit
involving a 1994 incident, and costs, $1.2 million, associated with a second
quarter derailment were offset by savings generated from severance programs
started in late 1998 ($2.0 million); cost control initiatives implemented in
1999 ($2.7 million), and reduced intermodal expenses as volumes decreased ($.9
million).
TRUCKING
Trucking expenses increased $.5 million to $30.2 million at December 31, 1999.
Increased expenses primarily resulted from increased casualty expenses of $1
million that related to prior year incidents, while operating costs decreased
with revenue volumes.
REAL ESTATE
Real estate expenses increased in 1999 by $57.1 million to $94.4 million. The
sale of three industrial parks previously mentioned caused real estate expenses
to increase $53.6 million over 1998. Rental operating expenses accounted for the
remaining increased expenses, and reflected overall increased costs of "same
store" and new buildings, along with increased management fees.
TELECOMMUNICATIONS
Telecommunications expenses, which increased $3.3 million to $3.5 million in
1999, reflected the start-up of EPIK. EPIK established offices in Orlando, began
its initial operations, and built a team of 13 professionals during 1999.
CORPORATE GENERAL & ADMINISTRATIVE
The increase in corporate general and administrative expenses of $6.6 million in
1999 related to $2.0 million of special charges for the curtailment of certain
compensation plans; $2.5 million of spin-off (legal and consulting) costs
incurred, and $1.9 million of increased staffing and moving costs as the new
management team was assembled.
OTHER INCOME
Other income generated from investments and other transactions decreased to $4.6
million in 1999, a decrease of $7.8 million or 62.9% over 1998. The decrease
primarily resulted from decreases in investment income as the Company liquidated
certain investments to fund capital expenditures for transportation projects and
new building construction, along with the recognition of unrealized losses on
certain investments and the write-off of certain information technology assets
that were included in the second quarter special charges.
Income tax expenses decreased in 1999 by approximately $1.4 million to $25.2
million, representing an effective rate of 38.2% compared to an effective rate
of 37.9% in 1998.
Net income for 1999 was $40.8 million or $1.12 per diluted share, compared to
net income in 1998 of $43.6 million or $1.20 per diluted share.
25
<PAGE> 28
SUMMARY OF OPERATING RESULTS
1999 VS. 1998
(dollars in thousands)
<TABLE>
<CAPTION>
RAILWAY 1999 1998 $ Change
- ------- ------- ------- ----------
<S> <C> <C> <C>
Operating Revenues 161,389 158,613 2,776
Operating Expenses(1) 130,370 124,936 5,434
---------------------------------------------
Operating Profit 31,019 33,677 (2,658)
Intersegment Revenues & Expenses 4,699 4,740 (41)
---------------------------------------------
Segment Operating Profit 35,718 38,417 (2,699)
=============================================
TRUCKING
Operating Revenues 29,011 29,774 (763)
Operating Expenses 25,524 24,986 538
---------------------------------------------
Operating Profit 3,487 4,788 (1,301)
Less: Intersegment Expenses (4,699) (4,740) (41)
---------------------------------------------
Segment Operating Profit (1,212) 48 (1,260)
=============================================
REAL ESTATE OPERATIONS
Rental Revenues 50,835 45,121 5,714
Operating Expenses 38,179 34,694 3,485
---------------------------------------------
Operating Profit from Realty Rental 12,656 10,427 2,229
---------------------------------------------
Land Sales 77,608 7,972 69,636
Cost of Sales 56,191 2,563 53,628
---------------------------------------------
Operating Profit from Land Sales 21,417 5,409 16,008
---------------------------------------------
Realty Operating Profit 34,073 15,836 18,237
Intersegment Revenues & Expenses (net) 323 56 267
---------------------------------------------
Segment Operating Profit 34,396 15,892 18,504
=============================================
TELECOMMUNICATIONS
Operating Revenues 5,431 6,392 (961)
Operating Expenses 3,544 177 3,367
---------------------------------------------
Operating Profit 1,887 6,215 (4,328)
---------------------------------------------
Segment Operating Profit 1,887 6,215 (4,328)
=============================================
Total Segments' Operating Profit 70,789 60,572 10,217
Less: Corporate General & Administrative(2) (9,379) (2,735) 6,644
---------------------------------------------
Operating Profit 61,410 57,837 3,573
---------------------------------------------
Other Income (Expense)(3) 4,600 12,362 (7,762)
---------------------------------------------
Income before Income Taxes 66,010 70,199 (4,189)
---------------------------------------------
Provision for Income Taxes 25,231 26,578 (1,347)
---------------------------------------------
Net Income 40,779 43,621 (2,842)
EBITDA from Rental Properties 32,391 27,090 5,301
EBITDA from Land Sales & Undeveloped Land (net of overhead) 17,318 2,365 14,953
---------------------------------------------
Total EBITDA 49,709 29,455 20,254
=============================================
</TABLE>
(1)-1999 amount includes $5.5 million of special charges; (2)-1999 amount
includes $1.9 million of special charges; (3)-1999 amount includes $.8 million
of special charges.
26
<PAGE> 29
SUMMARY OF OPERATING EXPENSES
1999 VS. 1998
(dollars in thousands)
<TABLE>
<CAPTION>
RAIL OPERATING EXPENSES 1999 1998 $ Change
------- ------- ----------
<S> <C> <C> <C>
Compensation & Benefits 42,319 44,767 (2,448)
Fuel 9,023 8,610 413
Equipment Rents (net) 2,359 1,736 623
Depreciation 14,619 14,632 (13)
Purchased Services 16,372 17,026 (654)
Repairs Billed to/by Others (net) (1,073) (208) (865)
Casualty & Insurance 4,350 4,338 12
Property Taxes 4,279 4,008 271
Materials 12,240 12,409 (169)
General & Administrative 23,385 16,010 7,375
Other 2,716 1,713 1,003
Intersegment Expenses (219) (105) (114)
---------------------------------------------
Total Operating Expenses-Rail Segment 130,370 124,936 5,434
=============================================
TRUCKING OPERATING EXPENSES
Compensation & Benefits 3,282 3,439 (157)
Fuel 1,092 1,180 (88)
Equipment Rents (net) 1,519 1,624 (105)
Depreciation 35 55 (20)
Purchased Services 10,910 11,511 (601)
Repairs Billed to/by Others (net) 972 1,236 (264)
Casualty & Insurance 1,947 779 1,168
Property Taxes 257 221 36
General & Administrative 4,833 4,627 206
Other 677 314 363
Intersegment Expenses 4,699 4,740 (41)
---------------------------------------------
Total Operating Expenses-Trucking Segment 30,223 29,726 497
=============================================
REALTY OPERATING EXPENSES
Realty Sales Expenses 56,191 2,563 53,628
Management Fees 2,916 1,043 1,873
Depreciation 14,027 12,478 1,549
Purchased Services 2,177 2,106 71
Repairs Billed to/by Others (net) 779 1,235 (456)
Casualty & Insurance 368 145 223
Property Taxes 7,613 8,291 (678)
General & Administrative 4,579 4,655 (76)
Other 5,365 4,581 784
Intersegment Expenses 355 160 195
---------------------------------------------
Total Operating Expenses-Realty Segment 94,370 37,257 57,113
=============================================
Total Operating Expenses-Telecom Segment 3,544 177 3,367
---------------------------------------------
Corporate General & Administrative 9,191 2,638 6,553
Intersegment Expenses 188 97 91
---------------------------------------------
Total Corporate General & Administrative 9,379 2,735 6,644
---------------------------------------------
</TABLE>
27
<PAGE> 30
<TABLE>
<S> <C> <C> <C>
Total Segment Operating Expenses 267,886 194,831 73,055
=============================================
</TABLE>
RESULTS FOR 1998 COMPARED TO 1997
Operating revenues in 1998 decreased by $0.8 million to $252.7 million from
$253.5 million in 1997. This $0.8 million decrease consisted of increases of
approximately $4.9 million in the railway segment, increases of $2.9 million in
the trucking segment, and increases of $3.9 million in the telecommunications
segment offset by a decrease of approximately $12.5 million in the real estate
segment. The decrease of approximately $12.5 million in the real estate segment
was comprised of an increase of approximately $6.4 million in realty rental
income, resulting from the placement of new buildings in service and higher
lease rates on buildings already in service, and a decrease of approximately
$18.9 million of revenues from sales of realty property.
REVENUES
RAILWAY
FECR handled 161,000 rail carloads in 1998 compared to 147,000 in 1997, an
increase of 14,000 carloads or 9.5%. FECR handled 326,000 intermodal units in
1998 compared to 342,000 in 1997, a decrease of 16,000 or 4.7%.
Rail revenues increased to $163 million in 1998 from $159 million in 1997, an
increase of approximately $4 million or 2.5%. This increase was primarily
attributed to increases in shipments of aggregate and automotive carload
traffic. Aggregate shipments increased in 1998 by 10,400 carloads or 11.1% over
1997. Automobile and automotive-related traffic increased in 1998 by
approximately 4,100 rail cars or 24.6% over 1997.
The decrease in intermodal shipments includes a decrease of approximately 23,700
or 9.5% in trailers handled, and an increase in containers handled of 7,300 or
7.9%.
Other carload traffic decreased in 1998 by approximately 1,300 carloads or 3.5%
from 1997. A contributing factor to this decrease in carload shipments was a
customer's determination in early 1998 to use an alternative means of shipping
coal. In April 1998, the customer and FECR subsequently executed a
transportation contract, which resulted in the customer using the Company's rail
services again.
TRUCKING
Trucking revenues increased in 1998 by approximately $2.9 million or 10.6% from
1997. The number of shipments interchanged with FECR rose in 1998 by
approximately 1,600 units or 23.2%.
REAL ESTATE
Real estate revenues decreased in 1998 by approximately $12.5 million over 1997.
This decrease was attributable to an approximate $18.9 million decrease in
revenues from real estate sales, and an approximate $6.4 million increase in
rental revenues.
TELECOMMUNICATIONS
Telecommunications revenues increased $3.9 million to $6.4 million during 1998.
Results for 1998 included
Language indicated as being shown by strikeout in the typeset document is
enclosed in brackets "[" and "]" in the electronic format.
28
<PAGE> 31
recognition of a non-monetary gain of approximately $2.5 million on an exchange
involving fiber optic cables.
EXPENSES
Operating expenses overall decreased by approximately $6.4 million in 1998 to
approximately $194.8 million from $201.2 million or 3.2% in 1997. Operating
expenses increased in 1998 by $4.6 million for the railway segment; increased
$2.7 million for the trucking segment; decreased $12.2 million in the real
estate business, and decreased $1.5 million for corporate general and
administrative expenses.
RAILWAY
Railway expenses increased by $4.6 million or 3.8% in 1998 over 1997 for rail.
The increase in expenses for rail operations was primarily attributable to
increases in repair and maintenance expenses for locomotives, rail cars and
intermodal equipment, additional payroll for transportation operations,
increases in depreciation, casualty and insurance, equipment charges, and
general and administrative expenses. Fuel expenses decreased $2.2 million.
TRUCKING
Trucking expenses increased $2.7 million to $29.7 million at December 31, 1998
from $27.0 million at December 31, 1997. Increased expenses were attributable to
an increase in shipments between the trucking operation and the Company's
railroad, and an increase with contract drivers.
REAL ESTATE
Real estate expenses decreased in 1998 by approximately $12.2 million or 24.6%
from 1997. This decrease in expenses is attributable to fewer property sales in
1998 than 1997, resulting in a decrease in such sales expenses in 1998 by $20
million over 1997. Expenses related to rental properties increased in 1998 by
approximately $7.9 million or 29.3% over 1997. This increase in rental operating
expenses in 1998 was the result of an increase of approximately $3.1 million in
operating expenses of buildings having leasable space available on January 1,
1998; an increase of approximately $900,000 for buildings providing leasable
space during 1998, and an increase in depreciation expenses of $3.7 million in
1998.
CORPORATE GENERAL & ADMINISTRATIVE
The decline in corporate general and administrative expenses of $1.5 million
relates to a special charge recorded in 1997 of $3.5 million involving the
possible disposition of the Company offset by increases in corporate salaries
and related benefits, severance accruals, professional fees and other
miscellaneous expenses.
OTHER INCOME
Other income increased $1.7 million in 1998 to approximately $12.4 million from
$10.6 million in 1997, respectively.
Income taxes in 1998 increased by approximately $3.7 million due to the
Company's increase in net income.
Net income for 1998 was $43.6 million or $1.20 per diluted share, compared to
net income in 1997 of $40.1 million or $1.11 per diluted share.
29
<PAGE> 32
SUMMARY OF OPERATING RESULTS
1998 VS. 1997
(dollars in thousands)
<TABLE>
<CAPTION>
RAILWAY 1998 1997 $ Change
---- ---- --------
<S> <C> <C> <C>
Operating Revenues* 158,613 155,553 3,060
Operating Expenses* 124,936 120,344 4,592
---------------------------------------------
Operating Profit 33,677 35,209 (1,532)
Intersegment Revenues & Expenses (net) 4,740 2,918 1,822
---------------------------------------------
Segment Operating Profit 38,417 38,127 290
=============================================
TRUCKING
Operating Revenues 29,774 26,911 2,863
Operating Expenses 24,986 23,989 997
---------------------------------------------
Operating Profit 4,788 2,922 1,866
Less: Intersegment Expenses (4,740) (2,995) 1,745
---------------------------------------------
Segment Operating Profit 48 (73) 121
=============================================
REAL ESTATE OPERATIONS
Rental Revenues 45,121 38,634 6,487
Operating Expenses 34,694 26,826 7,868
---------------------------------------------
Operating Profit from Realty Rental 10,427 11,808 (1,381)
---------------------------------------------
Land Sales 7,972 26,900 (18,928)
Cost of Sales 2,563 22,592 (20,029)
---------------------------------------------
Operating Profit from Land Sales 5,409 4,308 1,101
---------------------------------------------
Realty Operating Profit 15,836 16,116 (280)
Intersegment Revenues & Expenses (net) 56 77 (21)
---------------------------------------------
Segment Operating Profit 15,892 16,193 (301)
=============================================
TELECOMMUNICATIONS
Operating Revenues* 6,392 2,522 3,870
Operating Expenses* 177 60 117
---------------------------------------------
Operating Profit 6,215 2,462 3,753
---------------------------------------------
Segment Operating Profit 6,215 2,462 3,753
=============================================
Total Segments' Operating Profit 60,572 56,709 3,863
Less: Corporate General & Administrative (2,735) (4,387) (1,652)
---------------------------------------------
Operating Profit 57,837 52,322 5,515
---------------------------------------------
Other Income (Expense) 12,362 10,635 1,727
---------------------------------------------
Income before Income Taxes 70,199 62,957 7,242
---------------------------------------------
Provision for Income Taxes 26,578 22,822 3,756
---------------------------------------------
Net Income 43,621 40,135 3,486
---------------------------------------------
EBITDA from Rental Properties 27,090 23,457 3,633
EBITDA from Land Sales & Undeveloped Land (net of overhead) 2,365 1,881 484
---------------------------------------------
Total EBITDA 29,455 25,338 4,117
=============================================
</TABLE>
*-Prior year presentations included telecommunications revenues and expenses in
railway operating results.
30
<PAGE> 33
SUMMARY OF OPERATING EXPENSES
1998 VS. 1997
(dollars in thousands)
<TABLE>
<CAPTION>
RAIL OPERATING EXPENSES 1998 1997 $ Change
---- ---- --------
<S> <C> <C> <C>
Compensation & Benefits 44,767 43,534 1,233
Fuel 8,610 10,829 (2,219)
Equipment Rents (net) 1,736 1,147 589
Depreciation 14,632 14,380 252
Purchased Services 17,026 15,829 1,197
Repairs Billed to/by Others (net) (208) 948 (1,156)
Casualty & Insurance 4,338 3,602 736
Property Taxes 4,008 3,960 48
Materials 12,409 11,213 1,196
General & Administrative 16,010 13,578 2,432
Other 1,713 1,324 389
Intersegment Expenses (105) 0 (105)
---------------------------------------------
Total Operating Expenses-Rail 124,936 120,344 4,592
=============================================
TRUCKING OPERATING EXPENSES
Compensation & Benefits 3,439 3,612 (173)
Fuel 1,180 1,538 (358)
Equipment Rents (net) 1,624 1,405 219
Depreciation 55 55 0
Purchased Services 11,511 10,063 1,448
Repairs Billed to/by Others (net) 1,236 1,520 (284)
Casualty & Insurance 779 829 (50)
Property Taxes 221 317 (96)
General & Administrative 4,627 4,341 286
Other 314 309 5
Intersegment Expenses 4,740 2,995 1,745
---------------------------------------------
Total Operating Expenses-Trucking 29,726 26,984 2,742
=============================================
REALTY OPERATING EXPENSES
Realty Sales Expenses 2,563 22,592 (20,029)
Compensation & Benefits 1,043 185 858
Depreciation 12,478 8,731 3,747
Purchased Services 2,106 1,438 668
Repairs Billed to/by Others (net) 1,235 1,054 181
Casualty & Insurance 145 527 (382)
Property Taxes 8,291 6,924 1,367
General & Administrative 4,655 4,324 331
Other 4,581 3,643 938
Intersegment Expenses 160 0 160
---------------------------------------------
Total Operating Expenses-Realty 37,257 49,418 (12,161)
=============================================
Telecommunications Expenses 177 60 117
---------------------------------------------
Corporate General & Administrative 2,638 4,387 (1,749)
Intersegment Expenses 97 0 97
---------------------------------------------
Total Corporate General & Administrative 2,735 4,387 (1,652)
--------------------------------------------
Total Operating Expenses 194,831 201,193 (6,362)
=============================================
</TABLE>
31
<PAGE> 34
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company's financial condition is strong as indicated by its net working
capital position (current assets-current liabilities) of approximately $58
million and its liquid investment portfolio. The working capital amount is also
stated as a ratio of current assets divided by current liabilities ("current
ratio"). The Company's current ratio in 1999 was 2.4:1 and in 1998, 2.5:1. The
Company's total investment portfolio, including cash and investments, at
December 31, 1999 was $102.6 million compared to $85.4 million in 1998. The
increase in the investment portfolio was attributable to sales of real estate
assets, net of capital expenditures not covered by cash generated from
operations. Capital expenditures in 1999 were $110 million, of which
approximately $31.5 million was for transportation related expenditures, and
approximately $72.5 million was for real estate development and $6.0 million for
telecommunications related expenditures.
Capital expenditures for 1998 were $89 million, including $27 million for
transportation and $62 million for real estate.
Cash generated from operations at December 31, 1999 was $56 million compared to
$31 million in 1998, an increase of $25 million or 81%. During 1998, net
operating cash of $35 million was invested in a trading portfolio as a result of
the Company's determination to manage a portion of its investment portfolio in
an effort to enhance future returns.
The Company's investment portfolio was invested in tax exempt municipal bonds
and other highly liquid investments and marketable securities.
The Company has historically maintained large, highly liquid reserves to meet
the Company's cash requirements for rail operations and associated capital
expenditures and for real estate acquisition, construction and development. Due
to these reserves, the Company has historically not incurred debt in the
development of its real estate projects or for capital expenditures in its
transportation business. The Company, therefore, had no long- or short-term debt
as of December 31, 1999.
The Company expects its budgeted capital expenditures for 2000 to exceed cash
flow from operations and will substantially consume cash and investment
balances. It is possible that debt may be incurred in situations where
management determines debt financing is appropriate.
The Company expects to have available by March 31, 2000, a $200 million
revolving credit agreement with a syndicate of financial institutions. The
revolving credit agreement will provide back-up liquidity, bridge funding for
capital expenditures until long-term funding arrangements can be made,
acquisitions, or to potentially repurchase shares of the Company's common stock.
With respect to the transportation business, the Company is not obligated under
any significant capital or operating leases, except for short-term leasing of
locomotives, freight cars, trailers, automobiles and trucks and data processing
equipment.
Cash flows from financing activities for the past three years represented
dividend payments. Cash dividends of $.10 per share were paid in each of the
three years.
ENVIRONMENTAL LIABILITIES
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.
32
<PAGE> 35
Compliance with the federal, state, and local laws and regulations relating to
the protection of the environment has not affected the Company's capital
additions, earnings or competitive position, nor does management anticipate any
future problems will adversely affect the Company's financial situation based
upon the information available today.
Environmental expenditures for capital improvements and infrequent expenditures
for ongoing operations and maintenance have historically been insignificant to
the operations of the Company. Management does not anticipate any changes in
these expenditures.
These expenditures are expected to be funded from current operations
supplemented, as necessary, by cash and investments currently on hand and
through the sale of properties.
YEAR 2000 SYSTEM COMPLIANCE
Management recognized the potential effect Year 2000 could have on the Company's
operations and, as a result, implemented a Year 2000 Compliance Project. The
Company's computer hardware, operating systems, business systems, general
accounting and property management systems and principal desktop software
applications are Year 2000 compliant. Additionally, the Company did not incur
and does not expect business interruption as a result of any of its customers
or financial institutions not being Year 2000 compliant.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company's primary market risk exposure is interest rate risk primarily
related to the Company's investment portfolio. The portfolio is materially
comprised of fixed rate municipal securities with active secondary or resale
markets to ensure portfolio liquidity. The Company does not use derivative
financial instruments to hedge its investment portfolio. The Company manages its
interest rate exposure by monitoring the effects of market changes in interest
rates.
The table below presents principal amounts and related weighted-average interest
rates by year of maturity for the Company's investment portfolio, segregated
into trading and non-trading. The weighted-average interest rates for the
various fixed-rate investments are based on the actual rates that existed as of
December 31, 1999.
EXPECTED CONTRACTUAL MATURITIES
(dollars in thousands)
<TABLE>
<CAPTION>
There- Fair
2000 2001 2002 2003 2004 After Total Value
---- ---- ---- ---- ---- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Short-Term Investments
Trading:
Tax Exempt Municipals
Fixed-Rate 23,019 16,784 5,096 1,907 46,806 46,281
Weighted-Average Interest Rate 4.81% 5.85% 5.80% 6.23% 5.10%
Other Investments
Available-for-Sale:
U.S. Government Securities
Fixed-Rate 30,854 30,854 30,893
Weighted-Average Interest Rate 5.78% 5.78%
Tax Exempt Municipals
Fixed-Rate 1,074 3,039 986 2,864 7,963 7,963
Weighted-Average Interest Rate 5.50% 5.85% 5.10% 7.25% 6.21%
Other Debt Securities
Fixed-Rate 788 788 1,265
Weighted-Average Interest Rate 5.00% 5.00%
</TABLE>
As the table incorporates only those exposures that exist as of December 31,
1999, it does not consider those exposures or positions that could arise after
that date. As a result, the Company's ultimate realized gain or loss with
respect to interest rate fluctuations will depend on the exposures that arise
during the period and market interest rates.
33
<PAGE> 36
INFLATION
Inflation has not had a significant impact on the Company's operations in recent
years.
34
<PAGE> 37
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Independent Auditors' Report
The Board of Directors and Shareholders
Florida East Coast Industries, Inc.:
We have audited the consolidated balance sheets of Florida East Coast
Industries, Inc. and subsidiaries as of December 31, 1999 and 1998, and the
related consolidated statements of income, changes in shareholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 1999. In connection with our audits of the
consolidated financial statements, we also audited the financial statement
schedule as listed in the accompanying Index on Page 55 of this Report on Form
10-K for the year 1999. These consolidated financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Florida East Coast
Industries, Inc. and subsidiaries as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1999 in conformity with generally accepted
accounting principles. Also in our opinion, the related financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material respects, the
information set forth therein.
KPMG LLP
Jacksonville, Florida
January 31, 2000
35
<PAGE> 38
CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31, 1999, 1998 and 1997
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1999 1998 1997
------------------------------------------------
<S> <C> <C> <C>
OPERATING REVENUES 324,273 247,776 250,520
OPERATING EXPENSES (NOTE 4) 262,863 189,939 198,198
------------------------------------------------
OPERATING PROFIT 61,410 57,837 52,322
OTHER INCOME (NET) (NOTE 15) 4,600 12,362 10,635
------------------------------------------------
INCOME BEFORE INCOME TAXES 66,010 70,199 62,957
PROVISION FOR INCOME TAXES 25,231 26,578 22,822
------------------------------------------------
NET INCOME 40,779 43,621 40,135
================================================
PER SHARE DATA:
Cash Dividends $ .10 $ .10 $ .10
================================================
Basic & Diluted Net Income Per Share $ 1.12 $ 1.20 $ 1.11
================================================
AVERAGE SHARES OUTSTANDING-BASIC 36,301,527 36,286,360 36,286,360
AVERAGE SHARES OUTSTANDING-DILUTED 36,508,631 36,298,906 36,286,360
</TABLE>
See accompanying notes to consolidated financial statements.
36
<PAGE> 39
CONSOLIDATED BALANCE SHEETS
December 31, 1999 and 1998
(dollars in thousands)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents 15,715 14,450
Short-Term Investments (Note 6) 46,433 36,471
Accounts Receivable (net) 25,130 29,282
Materials and Supplies 5,565 10,131
Other Current Assets (Note 8) 6,408 6,067
-------------------------------
Total Current Assets 99,251 96,401
OTHER INVESTMENTS (NOTE 6) 40,404 34,502
PROPERTIES, LESS ACCUMULATED DEPRECIATION (NOTE 5) 742,176 720,891
OTHER ASSETS AND DEFERRED CHARGES 29,047 19,747
-------------------------------
TOTAL ASSETS 910,878 871,541
===============================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable 31,880 29,452
Income Taxes 2,409 1,446
Accrued Casualty and Other Liabilities (Note 10) 2,533 4,992
Other Accrued Liabilities 4,547 3,341
-------------------------------
Total Current Liabilities 41,369 39,231
DEFERRED INCOME TAXES (NOTE 8) 133,444 133,463
ACCRUED CASUALTY AND OTHER LIABILITIES (NOTE 10) 11,624 12,016
SHAREHOLDERS' EQUITY:
Common stock, no par value; 50,000,000 shares authorized; 37,194,244 shares
issued and 36,395,160 outstanding at December 31, 1999 and 37,125,444 shares
issued and 36,326,360 shares outstanding at December 31, 1998 64,049 62,000
Retained Earnings 671,269 634,126
Accumulated Other Comprehensive Income-Unrealized Gain
on Securities (net) (Notes 6 and 12) 317 1,217
Restricted Stock Deferred Compensation (Note 13) (1,839) (1,157)
Treasury Stock at Cost (799,084 shares) (9,355) (9,355)
-------------------------------
Total Shareholders' Equity 724,441 686,831
===============================
COMMITMENTS AND CONTINGENT LIABILITIES (NOTES 10 & 17)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 910,878 871,541
===============================
</TABLE>
See accompanying notes to consolidated financial statements
37
<PAGE> 40
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY AND
COMPREHENSIVE INCOME
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
ACCUMULATED RESTRICTED
OTHER STOCK
COMMON STOCK RETAINED COMPREHENSIVE DEFERRED TREASURY
SHARES AMOUNT EARNINGS INCOME COMPENSATION STOCK TOTAL
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1996 37,085,444 59,544 557,621 1,904 -- (10,273) 608,796
Comprehensive Income:
Net Income -- -- 40,135 -- -- -- --
Net unrealized gain on securities,
net of reclassification adjustment
(see Note 12) -- -- -- 1,392 -- -- --
Total Comprehensive Income -- -- -- -- -- -- 41,527
Dividends declared on common
Stock ($.10) per share -- -- (3,624) -- -- -- (3,624)
Purchase of minority interest (see -- 1,258 -- -- -- 918 2,176
Note 16)
-----------------------------------------------------------------------------------------
Balance at December 31, 1997 37,085,444 60,802 594,132 3,296 -- (9,355) 648,875
Comprehensive Income:
Net Income -- -- 43,621 -- -- -- --
Net unrealized loss on securities,
net of reclassification adjustment
(see Note 12) -- -- -- (2,079) -- -- --
Total Comprehensive Income -- -- -- -- -- -- 41,542
Dividends declared on common
Stock ($.10) per share -- -- (3,627) -- -- -- (3,627)
Restricted stock granted, net of
Amortization (see Note 13) 40,000 1,198 -- -- (1,157) -- 41
-----------------------------------------------------------------------------------------
Balance at December 31, 1998 37,125,444 62,000 634,126 1,217 (1,157) (9,355) 686,831
Comprehensive Income:
Net Income -- -- 40,779 -- -- -- --
Net unrealized loss on securities,
net of reclassification adjustment
(see Note 12) -- -- -- (900) -- -- --
Total Comprehensive Income -- -- -- -- -- -- 39,879
Dividends declared on common
Stock ($.10) per share -- -- (3,636) -- -- -- (3,636)
Exercise of stock options 32,000 880 -- -- -- -- 880
Restricted stock granted, net of
Amortization (see Note 13) 36,800 1,169 -- -- (682) -- 487
-----------------------------------------------------------------------------------------
Balance at December 31, 1999 37,194,244 64,049 671,269 317 (1,839) (9,355) 724,441
=========================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
38
<PAGE> 41
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 1999, 1998 and 1997
(dollars in thousands)
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES: 1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Net Income 40,779 43,621 40,135
Adjustments to Reconcile Net Income to Cash Generated by
Operating Activities:
Depreciation and Amortization 31,396 28,885 24,098
Gain on Disposition of Assets (16,846) (393) (1,728)
Purchase of Trading Investments (net) (9,962) (34,754) 0
Realized Loss (Gains) on Investments 1,517 (5,880) (2,926)
Non-monetary Fiber Optic Transaction 0 (2,518) 0
Deferred Taxes 1,429 1,244 102
Stock Compensation Plans 487 41 0
Changes in Operating Assets and Liabilities:
Accounts Receivable 4,152 1,763 1,158
Other Current Assets 3,303 (1,149) (746)
Other Assets and Deferred Charges (2,007) (4,264) 2,513
Accounts Payable 2,428 5,979 (2,125)
Income Taxes Payable 963 (3,184) (22)
Other Current Liabilities (1,253) (858) (3,102)
Accrued Casualty and Other Long-Term Liabilities (392) 2,793 4
--------------------------------
Net Cash Generated by Operating Activities 55,994 31,326 57,361
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of Properties (110,060) (89,028) (59,093)
Purchases of Investments:
Available-for-Sale (133,296) (57,145) (20,147)
Held-to-Maturity 0 0 (7,997)
Maturities and Redemption of Investments:
Available-for-Sale 124,451 95,775 17,173
Held-to-Maturity 0 0 14,500
Proceeds from Disposition of Assets 66,932 6,304 9,070
--------------------------------
Net Cash Used in Investing Activities (51,973) (44,094) (46,494)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of Dividends (3,636) (3,627) (3,624)
Proceeds from Stock Options Exercised 880 0 0
--------------------------------
Net Cash Used in Financing Activities (2,756) (3,627) (3,624)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,265 (16,395) 7,243
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 14,450 30,845 23,602
--------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR 15,715 14,450 30,845
================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Paid for Income Taxes 22,632 26,460 23,637
--------------------------------
Cash Paid for Interest 377 351 385
--------------------------------
Property Contributed to Partnership, net of Cash Receipts 7,762 0 0
--------------------------------
</TABLE>
See accompanying notes to consolidated financial statements
39
<PAGE> 42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999, 1998 and 1997
1. NATURE OF BUSINESS
The principal operations of FECI and its subsidiaries primarily relate to the
transportation of goods by rail and truck, the development, leasing, management
and sale of real estate, and the more recently carriers' carrier
telecommunications business offering dark fiber and broadband capacity. During
1999, the Company established a wholly-owned telecommunications subsidiary, EPIK
Communications Incorporated, based in Orlando, Florida. EPIK is a new, rapidly
growing provider of wholesale telecommunications private line services
("bandwidth") and dark fiber in the Southeast. Established in May 1999, EPIK has
created a high-capacity fiber optic network along a densely populated corridor
reaching metropolitan areas with over 70% of Florida's population. EPIK's fiber
runs along FECR's railroad right-of-way and in conduits on other routes acquired
through asset swaps. EPIK is also expanding its network into other states and is
rapidly deploying next generation technologies that will meet the escalating
demand for telecommunications bandwidth. The Company's rail segment operates
only within the state of Florida with approximately 50% of its revenues derived
from local moves along the Company's line. Approximately 40% of the rail
segment's revenues were derived from five of its largest customers, with
approximately $26,900,000, $25,200,000 and $20,600,000, 17%, 15.3% and 12.5%, in
1999, 1998 and 1997, respectively, generated by one significant customer. The
realty segment of the Company presently operates in Florida with certain of its
day-to-day operations managed by The St. Joe Company ("St. Joe"). The Company's
trucking segment has operating rights within the forty-eight states but
primarily operates within the Midwest and Southeast.
2. MAJORITY STOCKHOLDER
The Nemours Foundation, which is funded by the Alfred I. duPont Testamentary
Trust, owns approximately 5% of the Company's common stock as of December 31,
1999. The Trust is a majority shareholder of St. Joe which owns directly
approximately 54% of the Company's common stock. Significant transactions with
The St. Joe Company and its affiliates were the Company's payment of dividends
and the sharing of personnel in the areas of environmental, legal and real
estate for 1999, 1998 and 1997. The Company engaged St. Joe to provide asset
management, property and development management, and construction coordination
services to its realty segment, Gran Central Corporation ("GCC"), in 1999 and
1998. Amounts paid to St. Joe for these services in 1999 and 1998 were
$2,648,000 and $2,125,000 for asset management fees; $2,916,000 and $2,055,000
for property management fees; $2,538,000 and $1,833,000 for development fees;
$2,308,000 and $1,804,000 for construction coordination fees and leasing
commissions, and $1,017,000 and $0 for commissions on real estate sales,
respectively.
On October 27, 1999, St. Joe and FECI announced they have agreed to undertake a
recapitalization of the Company to facilitate a pro rata tax-free spin-off to
St. Joe's shareholders of St. Joe's 54% equity interest in the Company.
As part of the recapitalization, St. Joe will exchange all of its shares of the
Company's common stock for an equal number of shares of a new class of the
Company's common stock. The holders of the new class of the Company's common
stock will be entitled to elect 80% of the members of the Board of Directors of
the Company, but the new Company's common stock will otherwise have
substantially identical rights to the existing common stock. The new class of
the Company's common stock will be distributed pro rata to St. Joe shareholders
in a tax-free distribution. St. Joe will not retain any equity interest in the
Company after the spin-off is completed.
The recapitalization, exchange and spin-off are expected to be completed during
the second or third quarter of 2000 and are subject to a number of conditions,
including the receipt of an Internal Revenue Service ruling concerning the
tax-free status of the proposed spin-off, and the approval of the
recapitalization by a majority of the minority shareholders of the Company. The
required shareholder approval was received on March 8, 2000. Costs (legal,
advisory, etc.) associated with the spin-off are expected to be approximately
$2.5 million.
40
<PAGE> 43
At the closing of the transaction, various service agreements between St. Joe
and GCC, a wholly-owned subsidiary of the Company, will become effective. Under
the terms of these agreements, which extend for up to three years after the
closing of the transaction, GCC will retain St. Joe, acting through its
affiliates, to continue to develop and manage certain commercial real estate
holdings of GCC.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All significant intercompany transactions and
balances have been eliminated in consolidation.
REVENUE RECOGNITION
Railway Revenues: Rail and intermodal revenue is recognized proportionately as
freight moves from origin to destination.
Trucking 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.
Realty Rental Income: Revenue is recognized upon commencement of rental and
lease contracts. The Company uses the straight-line basis for recording the
revenues over the life of the lease contract.
Dark Fiber Revenues: Revenue is recognized upon commencement of rental and lease
contracts. The Company uses the straight-line basis for recording the revenues
over the life of the lease contract. Any advance payments called for in the
agreement are deferred and included in other liabilities.
Dark Fiber Swaps: No revenue is recognized on swap transactions. Historical
"carryover basis" is assigned to received fiber in an exchange.
PROPERTIES
Railway and trucking properties are stated at historical cost and are
depreciated and amortized on the straight-line method over the estimated useful
lives. Road properties' depreciation is based on lives ranging from 10 to 40
years, and equipment properties on lives varying from 9 to 27.5 years. Gains and
losses on normal retirements of these items are credited or charged to
accumulated depreciation. Miscellaneous physical property consists principally
of non-depreciable real property.
Real estate properties are stated at historical cost. Depreciation is computed
using the straight-line method over estimated asset lives of 15 years for land
improvements and 18 to 40 years for buildings.
Telecommunications assets are generally stated at historical cost and
depreciated on the straight-line method over their estimated asset lives.
The Company reviews its property, plant and equipment for impairment whenever
events or changes in circumstances indicate the carrying value of an asset may
not be recoverable. Recoverability is measured by comparison of the carrying
amount to the net cash flows expected to be generated by the asset.
MATERIALS AND SUPPLIES
41
<PAGE> 44
New materials and supplies are stated principally at average cost which is not
in excess of replacement cost. Used materials are stated at an amount which does
not exceed estimated realizable value.
EARNINGS PER SHARE
The following weighted-average number of shares of common stock was used in the
calculations for earnings per share. The diluted weighted-average number of
shares includes the net shares that would be issued upon the exercise of stock
options using the treasury stock method.
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Basic 36,301,527 36,286,360 36,286,360
Diluted 36,508,631 36,298,906 36,286,360
</TABLE>
CASH AND CASH EQUIVALENTS
For purposes of cash flows, cash and cash equivalents include cash on hand, bank
demand accounts, money market accounts and overnight repurchase agreements
having original maturities of less than three months.
INCOME TAXES
The Company follows the asset and liability method of accounting for income
taxes in accordance with Statement of Financial Accounting Standards ("SFAS No.
109"), "Accounting for Income Taxes." Under Statement 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.
INVESTMENTS
The Company classifies its debt and marketable equity securities in one of three
categories: trading, available-for-sale or held-to-maturity. Trading securities
are bought and held principally for the purpose of selling them in the
near-term. Held-to-maturity securities are those securities in which the Company
has the ability and intent to hold until maturity. All other securities not
included in trading or held-to-maturity are classified as available-for-sale.
Trading and available-for-sale securities are recorded at fair value.
Held-to-maturity securities are recorded at amortized cost, which represents the
adjustment for the amortization or accretion of premiums or discounts.
Unrealized holding gains and losses on trading securities are included in
earnings. Unrealized holding gains and losses, net of the related tax effect on
available-for-sale securities, are excluded from earnings and are reported as a
separate component of shareholders' equity until realized.
A decline in the market value of any available-for-sale or held-to-maturity
security below cost that is deemed other than temporary is charged to earnings
resulting in the establishment of a new cost basis for the security.
Realized gains and losses for securities classified as available-for-sale and
held-to-maturity are included in earnings and are derived using the specific
identification method for determining the cost of securities sold.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities, and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of
42
<PAGE> 45
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
STOCK-BASED COMPENSATION
The Company applies the intrinsic value-based method of accounting prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB Opinion No. 25"), and related interpretations in accounting for
stock options. As such, compensation expenses would be recorded on the date of
the grant only if the current market price of the underlying stock exceeded the
exercise price. Compensation expenses for grants of restricted stock are
recognized over the applicable vesting period (generally five years).
COMPREHENSIVE INCOME
The Company adopted SFAS No. 130, "Reporting Comprehensive Income," on January
1, 1998. SFAS No. 130 establishes standards for reporting and presentation of
comprehensive income and its components in a full set of financial statements.
Comprehensive income consists of net income and net unrealized gains (losses) on
available-for-sale securities and is presented in the consolidated statements of
shareholders' equity and comprehensive income. The statement requires only
additional disclosures in the consolidated financial statements. It does not
affect the Company's financial position or results of operations. Prior year
financial statements have been reclassified to conform to the requirements of
SFAS No. 130.
NEW ACCOUNTING STANDARDS AND ACCOUNTING CHANGES
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (FAS 133), which is effective for all fiscal quarters of all fiscal
years beginning after June 15, 2000. FAS 133 establishes accounting and
reporting standards for derivative instruments and hedging activities. FAS 133
requires entities to recognize all derivatives as either assets or liabilities
in the Balance Sheet and measure those instruments at fair value. The Company
does not believe FAS 133 will materially effect its financial statements.
RECLASSIFICATION
Certain prior year amounts have been reclassified to conform to the current
year's presentation.
4. SPECIAL CHARGES
The Company incurred special charges of approximately $8.2 million in the second
quarter of 1999 which related to a work force reduction, including curtailment
of a supplemental executive retirement plan first adopted in late 1998, and
inventory reductions arising out of a modification to the Company's inventory
management practices.
5. PROPERTIES
Properties consist of (dollars in thousands):
<TABLE>
<CAPTION>
RAILWAY PROPERTIES: 1999 1998
- ------------------- ------- -------
<S> <C> <C>
Road 353,982 340,262
Equipment 202,332 200,123
Construction in Progress 2,478 2,300
----------------------
558,792 542,685
Less Accumulated Depreciation 226,714 221,612
----------------------
332,078 321,073
======================
TRUCKING PROPERTIES:
Equipment 1,098 1,225
Less Accumulated Depreciation 761 701
----------------------
337 524
======================
TELECOMMUNICATIONS PROPERTIES:
Equipment 243 0
Miscellaneous Physical Property 5,325 4,765
Construction in Progress 5,257 0
----------------------
10,825 4,725
Less Accumulated Depreciation 834 571
</TABLE>
43
<PAGE> 46
<TABLE>
<CAPTION>
<S> <C> <C>
9,991 4,194
======================
REAL ESTATE PROPERTIES:
Land and Land Improvements 192,181 181,292
Buildings 235,267 237,210
Construction in Progress 25,093 28,585
----------------------
452,541 447,087
Less Accumulated Depreciation &
Amortization 52,771 51,987
----------------------
399,770 395,100
======================
</TABLE>
Real estate properties having a net book value of $249.3 million at December
31, 1999 are leased under non-cancelable operating leases with expected
aggregate rentals of $136.1 million which are due in years 2000-2004 in the
amounts of $40.2, $35.7, $27.9, $20.1 and $12.2 million, respectively, and
$40.3 million thereafter.
6. INVESTMENTS
Other investments are held as a development fund created to accumulate capital
expected to be required for future improvement of the Company's real estate
properties or other corporate needs. There were gross realized gains of
$1,157,979 and $6,975,000 and gross realized losses of $573,360 and $1,095,156
from available-for-sale securities for 1999 and 1998, respectively. The amount
for 1997 was insignificant to the consolidated financial statements.
Investments at December 31, 1999 consist of (dollars in thousands):
<TABLE>
<CAPTION>
CARRYING FAIR UNREALIZED UNREALIZED
COST VALUE VALUE GAIN LOSS
---- -------- ----- ---------- ----------
<S> <C> <C> <C> <C> <C>
Short-Term Investments
Trading:
Cash 152 152 152
Tax Exempt Municipals 46,806 46,281 46,281 (525)
----------------------------------------------------
Total Trading Investments 46,958 46,433 46,433 (525)
===================================================
Short-Term Investments
Available-for-Sale:
Cash 119 119 119
---------------------------------------------------
119 119 119
---------------------------------------------------
Total Short-Term Investments 47,077 46,552 46,552 (525)
===================================================
Other Investments
Available-for-Sale
U.S. Government Securities:
Maturing in 1-5 years 30,854 30,893 30,893 39
Tax Exempt Municipals:
Maturing in 1-5 years 5,271 5,271 5,271
Maturing in more than 10 years 2,692 2,692 2,692
Other Debt Securities 788 1265 1265 477
Equity Securities 163 163 163
----------------------------------------------------
Total Other Investments 39,768 40,284 40,284 516
====================================================
</TABLE>
44
<PAGE> 47
Investments at December 31, 1998 consist of (dollars in thousands):
<TABLE>
<CAPTION>
CARRYING FAIR UNREALIZED UNREALIZED
COST VALUE VALUE GAIN LOSS
---- -------- ----- ---------- ----------\
<S> <C> <C> <C> <C> <C>
Short-Term Investments
Trading:
Cash 90 90 90
Tax Exempt Municipals 34,827 34,765 34,765 (62)
-----------------------------------------------------------
Total Trading Investments 34,917 34,855 34,855 (62)
===========================================================
Short-Term Investments
Available-for-Sale:
Cash 613 613 613
Tax Exempt Municipals 1,014 1,003 1,003 (11)
-----------------------------------------------------------
1,627 1,616 1,616 (11)
-----------------------------------------------------------
Total Short-Term Investments 36,544 36,471 36,471 (73)
===========================================================
Other Investments
Available-for-Sale
U.S. Government Securities:
Maturing in 1-5 years 600 646 646 46
Tax Exempt Municipals:
Maturing in 1-5 years 14,722 15,265 15,265 543
Maturing in 5-10 years 12,010 12,896 12,896 886
Maturing in more than 10 years 4,266 4,240 4,240 (26)
Other Debt Securities 788 1,292 1,292 504
Equity Securities 163 163 163
-----------------------------------------------------------
Total Other Investments 32,549 34,502 34,502 1,979 (26)
===========================================================
</TABLE>
7. COLLATERAL TRUST 5% BONDS
There were outstanding at December 31, 1999 and 1998, $11,724,050 and
$11,956,100, respectively, of the Company's Collateral Trust 5% Bonds (the
"Bonds") due in 2001. Direct obligations of the U.S. Government, the cash flows
from which approximately coincide as to timing and amount with the scheduled
interest and principal payments on the Bonds, are held in trust for the purpose
of making such payments. Accordingly, the Bonds are considered to be
extinguished and, therefore, are not reflected in the Company's financial
statements.
45
<PAGE> 48
8. INCOME TAXES
Total income tax expense for the years ended December 31, 1999, 1998 and 1997
was allocated as follows (dollars in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Income from continuing operations 25,231 26,578 22,822
Shareholders' equity for recognition of unrealized
holding gain (loss) on investments available-for-sale (526) (1,354) 830
----------------------------------------------------
24,705 25,224 23,652
====================================================
</TABLE>
Income tax expense attributable to income from continuing operations differed
from the amounts computed by applying the statutory federal income tax rate to
pretax income as a result of the following (dollars in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Amount computed at statutory federal rate 23,104 24,569 22,035
Effect of dividends received exclusion and tax-free interest (1,188) (1,169) (914)
State taxes (net of federal benefit) 2,333 2,499 2,238
Other (net) 982 679 (537)
----------------------------------------------------
Total deferred tax asset 25,231 26,578 22,822
----------------------------------------------------
</TABLE>
The tax effects of temporary differences that give rise to significant portions
of deferred tax assets and deferred tax liabilities at December 31, 1999 and
1998 are as follows (dollars in thousands):
<TABLE>
<CAPTION>
1999 1998
------- -------
<S> <C> <C>
Deferred Tax Assets: Accrued casualty and other liabilities 3,651 4,938
Amortization of fiber optic income 0 122
Other 144 431
------- -------
Total deferred tax asset 3,795 5,491
------- -------
Deferred Tax Liabilities:
Properties, principally due to differences in
depreciation 100,283 103,751
Deferred gain on land sales 31,303 28,456
Deferred profit on bonds extinguished 658 945
Unrealized holding gain on investments
Available-for-sale 199 724
Other 2,293 1,943
------- -------
Total deferred tax liabilities 134,736 135,819
======= =======
Net deferred tax liabilities 130,941 130,328
======= =======
</TABLE>
There was no valuation allowance provided for deferred tax assets as of December
31, 1999 and 1998 as the Company believes the results of future operations will
generate sufficient taxable income to realize the deferred tax assets.
Deferred tax assets of $2,503 and $3,135 at December 31, 1999 and 1998,
respectively, were included in other current assets.
9. SEGMENT INFORMATION
During 1998, the Company adopted Statement of Financial Accounting Standards No.
131, "Disclosure about Segments of an Enterprise and Related Information" ("SFAS
131"). SFAS 131 provides guidance for reporting information about operating
segments and other geographic information based on a management approach. The
accounting policies of the segments are the same as those described in the
Summary of Significant Accounting Policies.
46
<PAGE> 49
Under the provisions of SFAS 131, the Company has four reportable operating
segments all within the same geographic area. These are the rail segment,
trucking segment, realty segment and the telecommunications segment.
The rail segment provides rail freight transportation along the East Coast of
Florida between Jacksonville and Miami. The trucking segment provides truckload
transportation for a wide range of general commodities throughout the Midwest
and Southeast United States. The realty segment is engaged in the development,
leasing, management, operation and sales of its commercial and industrial
property primarily in Florida.
The telecommunications segment is a new segment for 1999. The addition of this
segment reflects increased telecommunications financial activities within the
consolidated group. Prior year amounts have been reclassified to conform with
this presentation. EPIK primarily manages the telecommunications segment's
operations. The Company seeks to construct, develop, operate, lease and sell the
Company's "Florida Footprint" telecom assets by providing wholesale high
capacity private line services ("bandwidth"), dark fiber and collocation
services to other telecom providers. The telecommunications segment also seeks
to expand its telecom network both within and beyond the state of Florida
through both construction and "swap" transactions.
FECR generates revenues from leases to other telecommunications companies for
the installation of fiber optic and other facilities on the railroad
right-of-way which revenues are included in the telecommunications segment.
The Company evaluates the railway and trucking segments' performance based on
operating profit or loss from operations before other income and income taxes.
The Company evaluates the telecommunications segment's performance based on a
combination of operating revenues and operating profit or loss from operations
before other income and income taxes. Operating profit is operating revenue less
directly traceable costs and expenses. The Company evaluates the realty segment
based on operating profit and EBITDA. EBITDA is defined as earnings before
interest expense, income taxes, depreciation and amortization. EBITDA excludes
other income. EBITDA, as a measure of operating cash flow, is considered a key
financial measurement in the realty industry.
Intersegment revenues for transactions between the transportation rail and
transportation trucking segments are based on quoted rates, which are believed
to approximate the cost that would have been incurred had similar services been
obtained from an unrelated third party.
The Company's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
business requires different technology and marketing strategies.
47
<PAGE> 50
Information by industry segment follows (dollars in thousands):
<TABLE>
<CAPTION>
OPERATING REVENUES: 1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
External Customers:
Transportation-Rail 161,389 158,613 155,553
Transportation-Trucking 29,011 29,774 26,911
Realty 128,443 53,093 65,534
Telecommunications 5,431 6,392 2,522
-----------------------------------------------
324,274 247,872 250,520
Intersegment:
Transportation-Rail 4,699 4,740 2,918
Realty 323 56 77
-----------------------------------------------
329,296 252,668 253,515
===============================================
OPERATING PROFIT (LOSS):
Transportation-Rail 35,718 38,417 38,127
Transportation-Trucking (1,212) 48 (73)
Realty 34,396 15,892 16,193
Telecommunications 1,887 6,215 2,462
-----------------------------------------------
Operating Profit Segment 70,789 60,572 56,709
===============================================
EBITDA-REALTY: 49,709 29,455 25,338
===============================================
IDENTIFIABLE ASSETS:
Transportation-Rail 446,618 417,887 390,933
Transportation-Trucking 4,199 8,062 7,451
Realty 462,121 434,778 422,851
Telecommunications 5,563 4,194 1,714
----------------------------------------------
918,501 864,921 822,949
==============================================
CAPITAL EXPENDITURES:
Transportation-Rail 31,422 26,725 13,151
Transportation-Trucking 101 150 136
Realty 72,477 62,153 45,806
Telecommunications 6,060 0 0
----------------------------------------------
110,060 89,028 59,093
==============================================
DEPRECIATION & AMORTIZATION:
Transportation-Rail 16,429 15,751 14,803
Transportation-Trucking* 639 647 564
Realty 14,064 12,487 8,731
Telecommunications 263 0 0
----------------------------------------------
31,395 28,885 24,098
==============================================
</TABLE>
*-Includes amortization of goodwill of $469,000, $469,000 and $405,000 for 1999,
1998 and 1997, respectively.
48
<PAGE> 51
The following table provides a reconciliation of reportable operating segment
revenues, operating profit and assets to the Company's consolidated totals
(dollars in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
REVENUES:
- ---------
<S> <C> <C> <C>
Total Revenues for Reportable Segments 329,296 252,668 254,527
Elimination of Intersegment Revenues (5,023) (4,892) (4,007)
--------------------------------------
Total Consolidated Revenues 324,273 247,776 250,520
======================================
OPERATING PROFIT:
- -----------------
Total Profit for Reportable Segments 70,789 60,572 56,709
Unallocated Amounts:
General Corporate Expenses (9,379) (2,735) (4,387)
--------------------------------------
Operating Profit 61,410 57,837 52,322
======================================
ASSETS:
- -------
Total Assets for Reportable Segments 918,501 864,921 822,949
Unallocated Amounts:
General Corporate Assets (Liabilities) (7,623) 6,620 2,541
--------------------------------------
Consolidated Total 910,878 871,541 825,490
======================================
</TABLE>
10. ACCRUED CASUALTY AND OTHER LONG-TERM LIABILITIES
Accrued casualty and other long-term liabilities decreased $2.9 million which
represents a $5.0 million payment for the settlement of a lawsuit stemming from
a 1994 incident, and a $2.1 million increase in deferred telecommunications IRU
fees.
The Company maintains comprehensive liability insurance for bodily injury and
property claims for risks with respect to losses for third-party liability,
property damage and group health insurance coverage provided employees but
maintains a significant self-insured retention for these exposures. 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 matters.
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
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.
FECR has been named as a potentially responsible party ("PRP") by the United
States Environmental Protection Agency ("USEPA") for the remediation of six
sites, including three Superfund sites. On the first site, the USEPA has alleged
that FECR caused certain materials, including waste oil, to be disposed of at
the site over a period of years. The USEPA has offered all named PRPs an
opportunity to participate in its new pilot allocation program. This program is
similar to binding arbitration. Since FECR is participating in this program, its
share of the liability for the remediation will be fixed. Based on the
allocator's decisions to date, FECR believes that its liability for the
remediation of the site will not be material.
49
<PAGE> 52
On the second site, FECR was contacted by the USEPA during 1996 seeking
reimbursement of costs associated with the remediation of a site in Hialeah,
Florida, part of which includes an FECR right-of-way. An individual operated a
business on this site for a number of years. The building slightly encroached
upon FECR's right-of-way. Upon discovering this, FECR entered into a lease
agreement with the business owner rather than require the building be removed.
The individual has ceased doing business. The USEPA is seeking reimbursement
from FECR on the grounds that FECR was an "owner" of the site. FECR had no
involvement in the contamination, but has been named as a PRP solely as a result
of its ownership of the encroachment property. The ultimate cost, if any, is not
expected to be material.
The third Superfund site is located in Portsmouth, Virginia. A settlement
(approved by the court and USEPA) between the owner of the site and FECR was
achieved in late 1996 for $202,247. Unless additional impacts are found beyond
the original clean-up, FECR will have no further liability at the site.
The government's claims relating to two of the sites have been resolved, and a
third is expected to be resolved shortly, each for non-material amounts.
FECR has recently become aware that contaminants from historic railroad
operations in a yard adjacent to its railroad right-of-way may have migrated
through the movement of groundwater off-site. FECR is working closely with the
Florida Department of Environmental Protection to investigate this matter and to
develop an appropriate plan of remediation, if required as a result of the
investigation. Possible alternatives include natural attenuation and groundwater
pumping and treatment. Based on information available to FECR as of the date of
this report, the costs of investigating and addressing this possible migration
are not expected to be material or cause material changes in the business.
The Company has accrued its estimated share of the total estimated cleanup costs
for these 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 many issues
relate 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, liquidity or results of operations of the Company.
Reserves for potential environmental liabilities were $1.5 million at year-end
1999, and $2.0 million for year-end 1998. Environmental liabilities will be paid
over an extended period, and the timing of such payments cannot be predicted
with any confidence.
GCC entered into an agreement with the State of Florida Department of
Transportation to furnish all land necessary for the construction of the NW
106th Street Interchange on the Homestead Extension of the Florida Turnpike, and
to subsidize any annual operating deficit of the Department for 15 years 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 approximately $1.1 million. No assessment or related
accruals to this agreement have been made.
11. RETIREMENT PLANS
The Company sponsors three 401(k) plans. Contributions are at the employee's
discretion with upper limits of 10% of compensation before taxes, subject to
maximum limits imposed by the IRS ($10,000 in 1999), and an additional
contribution up to 10% of after-tax compensation, also subject to maximum limits
imposed by the IRS. Total contributions in 1999, including the Company's match
if any, were limited by IRS regulations to $30,000.
401(K) PLAN FOR SALARIED EMPLOYEES
The amounts of matching contributions by the Company for this plan covering the
years 1999, 1998 and 1997
50
<PAGE> 53
were approximately $371,000, $356,000 and $334,000, respectively. The expenses
associated with this plan were approximately $15,000, $14,000 and $13,000 in
1999, 1998 and 1997, respectively. In accordance with the terms of the plan, the
Company matched the employee's contributions $1.00 for $1.00 up to the first
$1,200 contributed by the employee in 1999. For employee contributions in excess
of $1,200, the Company matches $.25 for every $1.00 in pretax employee
contributions.
401(K) PLAN FOR HOURLY WAGE EMPLOYEES AND/OR EMPLOYEES COVERED BY COLLECTIVE
BARGAINING AGREEMENT
This is a non-contributory plan that was instituted in April 1995. The expenses
associated with this plan were approximately $8,300, $5,700 and $6,400 in 1999,
1998 and 1997, respectively.
INTERNATIONAL TRANSIT, INC. 401(k) PLAN
The Company matched employee contributions $.25 for each $1.00 contributed up to
contributions totaling 6% of employee's compensation in 1999. The amounts of the
Company's matching contributions were approximately $19,000, $23,000 and $22,000
for 1999, 1998 and 1997, respectively. Expenses for this plan were approximately
$5,800, $5,000 and $1,000 for 1999, 1998 and 1997, respectively.
PENSION PLAN
The Company adopted a non-funded defined benefit plan covering nine officers of
the Company in 1998. The benefits are based on years of service and the
employee's compensation during the five years before retirement. As part of the
second quarter special charges, the Company curtailed this plan in 1999, causing
no additional benefits to accrue to covered officers. At December 31, 1999 and
1998, accrued liabilities were $3.9 million and $3.7 million, respectively.
The following sets forth the plans benefit obligation and unfunded status at
December 31, 1999 and 1998, respectively, (dollars in thousands):
<TABLE>
<CAPTION>
CHANGE IN BENEFIT OBLIGATION: 1999 1998
---- ----
<S> <C> <C>
Benefit Obligation at Beginning of Year 4,373 0
Service Cost 165 30
Interest Cost 132 48
Benefits Paid (176) 0
Amendments (627) 4,295
-------------------
Benefit Obligation and Unfunded Status at End of Year 3,867 4,373
-------------------
AMOUNTS RECOGNIZED IN THE CONSOLIDATED
BALANCE SHEET:
Accrued Benefit Liability (3,867) (3,746)
Intangible Asset 0 3,585
COMPONENTS OF NET PERIODIC BENEFIT COST:
Service Cost 165 30
Interest Cost 132 48
Amortization of Prior Service Cost 0 83
-------------------
Net Periodic Benefit Cost 297 161
===================
WEIGHTED-AVERAGE ASSUMPTIONS AS OF DECEMBER 31:
DISCOUNT RATE 6.75% 6.75%
</TABLE>
51
<PAGE> 54
<TABLE>
<S> <C> <C>
RATE OF COMPENSATION INCREASE 5.00% 5.00%
</TABLE>
52
<PAGE> 55
12. COMPREHENSIVE INCOME
The related tax effects allocated to each component of other comprehensive
income are as follows (dollars in thousands):
<TABLE>
<CAPTION>
TAX
---
BEFORE-TAX (EXPENSE) NET-OF-TAX
---------- --------- ----------
BALANCE AT DECEMBER 31, 1997 AMOUNT OR BENEFIT AMOUNT
---------------------------- ------ ---------- ------
<S> <C> <C> <C>
Unrealized Gains on Securities:
Unrealized Holding Gains Rising during Period 5,149 (1,921) 3,228
Less: Reclassification Adjustment for Gains
Realized in Income 2,927 (1,091) 1,836
--------------------------------------
Net Unrealized Gain on Securities 2,222 (830) 1,392
--------------------------------------
Other Comprehensive Income 2,222 (830) 1,392
======================================
<CAPTION>
TAX
---
BEFORE-TAX (EXPENSE) NET-OF-TAX
---------- --------- ----------
BALANCE AT DECEMBER 31, 1998 AMOUNT OR BENEFIT AMOUNT
---------------------------- ------ ---------- ------
<S> <C> <C> <C>
Unrealized Gains on Securities:
Unrealized Holding Gains Rising during Period 2,447 (839) 1,608
Less: Reclassification Adjustment for Gains
Realized in Income 5,880 (2,193) 3,687
--------------------------------------
Net Unrealized Loss on Securities (3,433) 1,354 (2,079)
--------------------------------------
Other Comprehensive Income (3,433) 1,354 (2,079)
======================================
<CAPTION>
TAX
---
BEFORE-TAX (EXPENSE) NET-OF-TAX
---------- --------- ----------
BALANCE AT DECEMBER 31, 1999 AMOUNT OR BENEFIT AMOUNT
---------------------------- ------ ---------- ------
<S> <C> <C> <C>
Unrealized Gains on Securities:
Unrealized Holding Gains Rising during Period 91 (40) 51
Less: Reclassification Adjustment for Losses
Realized in Income (1,517) 566 (951)
--------------------------------------
Net Unrealized Loss on Securities (1,426) 526 (900)
--------------------------------------
Other Comprehensive Income (1,426) 526 (900)
======================================
</TABLE>
13. STOCK-BASED COMPENSATION
The 1998 Stock Incentive Plan (the "Plan"), as amended, allows the Company to
grant to employees and directors various stock awards, including stock options,
which are granted at prices not less than the fair market value at the date of
grant and restricted stock. A maximum of 1.6 million shares was approved to be
issued under the Plan. On December 31, 1999, options for 1,222,972 shares have
been granted.
53
<PAGE> 56
The stock options may be granted over a period not to exceed 10 years and
generally vest from one to five years from the date of grant. The changes in
outstanding options are as follows:
<TABLE>
<CAPTION>
WEIGHTED AVERAGE EXERCISE
-------------------------
SHARES UNDER OPTION PRICE PER SHARE
------------------- ---------------
<S> <C> <C>
Balance June 1, 1998 0 0
Granted 651,872 29.807
Exercised 0 0
---------------------------------------------
Balance at December 31, 1998 651,872 29.807
=============================================
Granted 531,100 32.277
Exercised (32,000) 27.50
=============================================
Balance at December 31, 1999 1,150,972 30.959
=============================================
</TABLE>
Stock options outstanding and exercisable on December 31, 1999 are as follows:
<TABLE>
<CAPTION>
WEIGHTED AVERAGE WEIGHTED AVERAGE
RANGE OF EXERCISE EXERCISE PRICE REMAINING CONTRACTUAL
PRICES PER SHARE SHARES UNDER OPTION PER SHARE LIFE IN YEARS
<S> <C> <C> <C>
Outstanding:
$27.43 - $39.50 1,150,972 30.959 9.1
=======================================================
Exercisable:
$27.43 - $39.50 154,872 31.155 --
=======================================================
</TABLE>
The Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25"), and related interpretations in
accounting for the Plan and, therefore, no compensation expense has been
recognized for stock options issued under the Plan. For companies electing to
continue the use of APB 25, SFAS No. 123, "Accounting for Stock-Based
Compensation," requires pro forma disclosures determined through the use of an
option-pricing model as if the provisions of SFAS No. 123 had been adopted.
The weighted average fair value at date of grant for options granted during
1999 and 1998 was $22.34 and $10.63 per share, respectively. The fair value of
each option grant was estimated on the date of the grant using the
Black-Scholes option-pricing model with the following assumptions:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Expected dividend yield .31% .36%
Expected volatility 48% 26%
Risk-free interest rate 6.2% 4.8%
Expected term in years 6.3 6.3
</TABLE>
54
<PAGE> 57
If the Company had adopted the provisions of SFAS No. 123, the impact on
reported net income and earnings per share would have been as follows:
<TABLE>
<CAPTION>
52 WEEKS ENDED 12/31/99 52 weeks ended 12/31/98
----------------------- -----------------------
<S> <C> <C>
Net Income (in thousands) $ 36,642 $ 42,300
Earnings Per Share:
Basic $ 1.01 $ 1.17
Diluted $ 1.00 $ 1.17
</TABLE>
During 1999 and 1998, the Company also awarded 76,800 shares of restricted
stock under the Plan, with a weighted average fair value at the date of grant
of $30.271 per share. These restricted shares vest ratably after five years of
continued employment. Compensation expense related to this award was $487,000
and $41,000 for 1999 and 1998, respectively.
EPIK's senior management, through awards of non-qualified stock options and
stock appreciation rights, has an equity participation in EPIK which provides
them 15% of equity gains beyond FECI's initial investment in EPIK.
14. QUARTERLY FINANCIAL DATA (UNAUDITED)
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
1999 1998
---- ----
Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31
------- -------- ------- ------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues 89,787 61,932 62,006 110,548 65,215 63,732 62,072 56,757
Other Income 676 1,169 983 1,772 4,299 2,060 2,986 3,017
Operating Expenses 71,218 48,526 57,593 85,526 51,643 45,129 46,664 46,503
Net Income 11,877 8,587 3,559 16,756 10,715 12,967 11,652 8,287
Basic Net Income Per Share $0.33 $0.24 $0.10 $0.45 $0.29 $0.36 $0.32 $0.23
15. OTHER INCOME
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Dividend Income $ 1,072 $ 1,372 $ 495
Interest Income 4,744 4,312 5,124
Interest Expense (378) (351) (386)
Gain (Loss) on Investments (1,517) 5,880 2,926
Other (net) 679 1,149 2,476
------------------------------------------------------------
$ 4,600 $ 12,362 $ 10,635
============================================================
</TABLE>
16. ACQUISITIONS
In July 1997, the Company purchased the remaining 20% of the outstanding stock
of ITI, a regional truckload carrier, through the issuance of treasury stock.
This non-cash transaction has been excluded from the Statements of Cash Flows.
55
<PAGE> 58
17. OTHER COMMITMENTS
The Company is obligated under several operating leases covering its facilities
and equipment. The lease terms are from 4 to 7 years. Future minimum payments
under the leases are as follows:
<TABLE>
<CAPTION>
YEAR AMOUNT
---- ------
<S> <C>
2000 $2,463,000
2001 2,232,000
2002 2,237,000
2003 2,146,000
2004 1,390,000
Thereafter 460,000
-----------
$10,928,000
===========
</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the captions "Election of Directors-Nominees,"
"General Information Relating to the Board of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Company's definitive Proxy
Statement for its 2000 Annual Meeting of Shareholders to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Proxy Statement"), is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the captions "Election of Directors-Executive
Compensation" and "Retirement Plans" in the Proxy Statement is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the captions "Election of Directors-Security
Ownership of Certain Beneficial Owners" and "Security Ownership of Management"
in the Proxy Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the captions "Election of
Directors-Compensation Committee Interlocks and Insider Participation",
"Independent Certified Public Accountants" and "Other Matters" in the Proxy
Statement is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS
The financial statements and schedules listed in the accompanying
Index to Financial Statements and Financial Statement Schedule are
filed as part of this Report.
2. EXHIBITS
The Exhibits listed on the accompanying Index to Exhibits are filed as
part of this Report.
(b) REPORTS ON FORM 8-K
Report on Form 8-K was filed on October 27, 1999, reporting on the
announcement of The St. Joe Company and the Registrant that, subject
to certain conditions, St. Joe and the Registrant had reached an
agreement to implement a recapitalization of Registrant and a spin-off
of St. Joe's interest in the Registrant to its shareholders.
56
<PAGE> 59
FLORIDA EAST COAST INDUSTRIES, INC.
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
[ITEM 14(A)]
<TABLE>
<CAPTION>
Reference
Form 10-K
Page Nos.
<S> <C>
Consolidated Statements of Income and Retained Earnings
for each of the three years ended December 31, 1999 33
Consolidated Balance Sheets at December 31, 1999 and 1998 34
Consolidated Statements of Changes in Shareholders' Equity
and Comprehensive Income for each of the three years in the
period ended December 31, 1999 35
Consolidated Statements of Cash Flows for each of the
three years in the period ended December 31, 1999 36
Notes to Consolidated Financial Statements 37-53
Independent Auditors' Report 32
Financial Statement Schedule:
III-Real Estate and Accumulated Depreciation 60-61
</TABLE>
All other schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements or the notes thereto.
Financial statements and schedules of FECI (not consolidated) are omitted since
it is primarily a holding company and all subsidiaries included in the
consolidated financial statements being filed, in the aggregate, do not have
minority equity interests and/or indebtedness to any person other than the
Company or its consolidated subsidiaries in amounts which together exceed five
percent of the total assets as shown by the consolidated balance sheet at the
end of any year covered by this Report.
57
<PAGE> 60
FLORIDA EAST COAST INDUSTRIES, INC.
INDEX TO EXHIBITS
(ITEM 13[A] 3.)
<TABLE>
<CAPTION>
S-K
Item 601 Documents Page Number
- -------- --------- -----------
<S> <C> <C>
(3)(a) Amendments of Articles of Incorporation (June 1998) 62
(3)(b) By-Laws 63-76
(21) Subsidiaries of Florida East Coast Industries, Inc. 58
(24) Power of Attorney 59
</TABLE>
* Original article incorporated herein by reference to Exhibits filed in
connection with Florida East Coast Industries, Inc.'s Registration Statement on
Form S-14 as filed with the Securities and Exchange Commission on February 17,
1984 (File No. 2-89530).
58
<PAGE> 61
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) 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 on March 15, 2000.
FLORIDA EAST COAST INDUSTRIES, INC.
- -----------------------------------
(Registrant)
By: /s/ R.H. Nazarian
----------------------------------------------
R.H. Nazarian, Executive vice President
and Chief Financial Officer
By: /s/ Mark A. Leininger
----------------------------------------------
Mark A. Leininger, Vice President & Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:
<TABLE>
<S> <C>
R.W. Anestis* W.L. Thornton*
- --------------------------------------------------- ------------------------------------------
R.W. Anestis Chairman, President, Chief Executive W. L. Thornton, Director - 3/15/00
Officer and Director - 3/15/00
R.S. Ellwood* J.C. Belin*
- --------------------------------------------------- ------------------------------------------
R.S. Ellwood, Director - 3/15/00 J.C. Belin, Director - 3/15/00
J.N. Fairbanks* A.C. Harper*
- --------------------------------------------------- ------------------------------------------
J.N. Fairbanks, Director - 3/15/00 A.C. Harper, Director - 3/15/00
A. Henriques* J.J. Parrish, III*
- --------------------------------------------------- ------------------------------------------
A. Henriques, Director - 3/15/00 J.J. Parrish, III, Director - 3/15/00
P.S. Rummell* Heidi J. Eddins*
- --------------------------------------------------- ------------------------------------------
P.S. Rummell, Director - 3/15/00 By: Heidi J. Eddins, Attorney-in-Fact
R.H. Nazarian*
- ---------------------------------------------------
R.H. Nazarian, Executive Vice President, Chief
Financial Officer and Treasurer - 3/15/00
</TABLE>
*Such signature has been affixed pursuant to Power of Attorney.
59
<PAGE> 62
FLORIDA EAST COAST INDUSTRIES, INC.
SCHEDULE III (CONSOLIDATED) - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999, 1998 AND 1997
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Depreciable
Initial Cost to Company Carried at Close of Period Life Used
Costs In
Capitalized Calculation
Subsequent Date in
to Land & Land Buildings and Accumulated Capitalized Latest Income
Description Land Acquisition Improvements Improvements Total Depreciation or Acquired Statement
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Duval County
Office Buildings 1,675 102,081 18,477 85,279 103,756 14,449 1985 3 to 40 years
Office/Showroom/Warehouses 362 38,262 5,901 32,723 38,624 5,633 1987 3 to 40 years
Office/Warehouses 332 11,410 3,834 7,908 11,742 1,775 1994 3 to 40 years
Front Load Warehouse 19 2,806 347 2,478 2,825 224 1998 3 to 40 years
Rail Warehouses 18 2,885 326 2,577 2,903 255 1998 3 to 40 years
Land w/Infrastructure 1,546 9,426 10,966 6 10,972 1,435 1998 3 to 40 years
Unimproved Land & Misc 316 12,900 12,747 469 13,216 162 Various 5 years
Assets
St. Johns County
Unimproved Land 321 2,727 3,048 0 3,048 0 Various
Flagler County
Unimproved Land 998 3,405 4,403 0 4,403 0 Various
Volusia County
Unimproved Land 439 3,188 3,627 0 3,627 0 Various
Brevard County
Unimproved Land 246 11,147 11,393 0 11,393 0 Various
Indian River County
Unimproved Land 1 0 1 0 1 0 Various
St. Lucie County
Unimproved Land 398 245 643 0 643 0 Various
Martin County
Land w/ Infrastructure 585 3,986 4,571 0 4,571 338 Various
Unimproved Land 30 1,407 1,437 0 1,437 0 Various
Okeechobee County
Unimproved Land 3 0 3 0 3 0 Various
Putnam County
Unimproved Land 2 0 2 0 2 0 Various
Palm Beach County
Unimproved Land 164 66 230 0 230 0 Various
Broward County
Rail Warehouse 33 1,760 405 1,388 1,793 816 1986 3 to 40 years
Land w/ Infrastructure 4,210 882 5,092 0 5,092 17 1992 3 to 40 years
Unimproved Land 75 2,344 2,419 0 2,419 0 Various
Manatee County
Unimproved Land 73 1 74 0 74 0 Various
</TABLE>
62
<PAGE> 63
FLORIDA EAST COAST INDUSTRIES, INC.
SCHEDULE III (CONSOLIDATED) - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999, 1998 AND 1997
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Initial Cost to Company Carried at Close of Period Depreciable
Costs Life Used
Capitalized in Calculation
Subsequent Date in
to Land & Land Buildings and Accumulated Capitalized Latest Income
Description Land Acquisition Improvements Improvements Total Depreciation or Acquired Statement
----------- ----- ----------- ------------ ------------ ----- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dade County
Double Front Load Warehouse 727 6,497 2,058 5,166 7,224 1,687 1993 3 to 40 years
Rail Warehouses 1,373 12,849 3,909 10,313 14,222 3,506 1988 3 to 40 years
Office/Showroom/Warehouses 1,833 18,812 5,947 14,698 20,645 5,603 1988 3 to 40 years
Office/Warehouses 2,348 23,282 6,983 18,647 25,630 5,434 1990 3 to 40 years
Front Load Warehouses 3,089 24,360 8,774 18,675 27,449 5,872 1991 3 to 40 years
Office/Service Center 254 3,010 900 2,364 3,264 557 1994 3 to 40 years
Transit Warehouse 140 1,436 140 1,436 1,576 365 Various 3 to 40 years
Land w/Infrastructure 14,553 22,963 36,630 886 37,516 2,548 Various 3 to 40 years
Unimproved Land & Misc.
Assets 4,867 1,742 6,585 24 6,609 22 Various 3 to 40 years
Orange County
Office Building 0 27,837 4,770 23,067 27,837 1,516 1998 3 to 40 years
Office/Showroom/Warehouse 0 9,245 2,129 7,116 9,245 496 1998 3 to 40 years
Land w/Infrastructure 0 6,542 6,495 47 6,542 60 1995 3 to 40 years
Unimproved Land & Misc.
Assets 0 16,915 16,915 0 16,915 0 1999 3 to 40 years
-------- -------- -------- -------- -------- -------
TOTALS 41,030 386,418 192,181 235,267 427,448 52,770
======== ======== ======== ======== ======== =======
</TABLE>
Notes:
(A) The aggregate cost of real estate owned at December 31, 1999 for
federal income tax purposes is approximately $270,441,000.
(B) Reconciliation of real estate owned (dollars in thousands)
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Balance at Beginning of Year 418,502 365,532 333,830
Amounts Capitalized 73,761 62,153 45,806
Amounts Retired or Adjusted (64,815) (9,183) (14,104)
---------- ---------- ----------
Balance at Close of Period 427,448 418,502 365,532
========== ========== ==========
</TABLE>
(C) Reconciliation of accumulated depreciation (dollars in thousands):
<TABLE>
<S> <C> <C> <C>
Balance at Beginning of Year 51,987 39,691 33,507
Depreciation Expense 14,064 12,487 8,731
Amounts Retired or Adjusted (13,281) (191) (2,547)
---------- ---------- ----------
Balance at Close of Period 52,770 51,987 39,691
========== ========== ==========
</TABLE>
63
<PAGE> 1
EXHIBIT 3(A)
ARTICLES OF AMENDMENT
OF
FLORIDA EAST COAST INDUSTRIES, INC.
Pursuant to Section 607.1006, Florida Statutes, the Articles of
Incorporation of the above-named corporation are hereby amended as follows:
1. Article IV is hereby amended to read as follows:
Article IV Capital Stock. This corporation is authorized to issue 50
million shares having no par value per share, all of which shall be common
voting stock of the same class. All shares of common stock issued shall be fully
paid and non-assessable. The corporation shall have the right to issue
fractional shares.
2. In accordance with the above amendment 9,271,361 million
shares of common stock, no par value will be divided into 37,085,444 million
shares of common stock, no par value.
3. The foregoing amendment was adopted by the corporation's
shareholders on May 20, 1998. The number of votes cast for the amendment was
sufficient for approval.
4. The division of shares under the foregoing amendment shall
take effect on June 15, 1998.
IN WITNESS WHEREOF, these Articles of Amendment have been executed this
3rd day of June, 1998.
Florida East Coast Industries, Inc.
By: s/T. N. Smith
------------------------------
T. N. Smith
Vice President & Secretary
<PAGE> 1
EXHIBIT 3(B)
Florida East Coast Industries, Inc.
BY-LAWS
As amended through June 1998
ARTICLE 1
Stockholders' Meetings
Section 1.1 ANNUAL MEETINGS. The Annual Meeting of the Stockholders
for the election of Directors and such other business as may lawfully come
before it may be held at any place in the State of Florida, convening at 10:30
a.m., on a date in May of each year, such place and date to be fixed by either
the Chairman of the Board of Directors, or the President.
Section 1.2 SPECIAL MEETINGS. Special Meetings of the Stockholders
may be called by the Chairman, the President, the Board of Directors, the
Executive Committee, or the holders of not less than one-tenth of all of the
outstanding shares entitled to vote at the meeting.
Section 1.3 TIME AND PLACE OF MEETING. All Special Meetings of the
Stockholders shall be held at such time and place in the State of Florida as
shall be fixed by the Board of Directors and specified in the Notice of Meeting.
If the Board of Directors shall fail to fix the place of any meeting, such
meeting shall be held in the City of Jacksonville, Florida.
Section 1.4 NOTICE OF MEETING. Written or printed notice of each
meeting of stockholders, stating the place, day and hour of the meeting and the
purpose or purposes for which the meeting is called, shall be mailed, at least
ten (10) days, and not more than fifty (50) days prior to the date set for such
meeting, by first-class United States Mail to each Stockholder of record on a
date set by the Board of Directors, not exceeding fifty (50) days preceding the
date of any meeting of Stockholders, at his address as it appears on the records
of the Corporation. Any Stockholder may waive notice of any meeting either
before or after the meeting.
Notice in such form shall also be published once in each week for at
least two consecutive weeks before such meeting, in a newspaper of general
circulation and published in the county wherein the principal office of the
Corporation is located, and in a newspaper of general circulation and published
in each city or county where an agency for transfer of the Corporation's stock
is maintained.
Section 1.5 QUORUM. A quorum for any business to be transacted at a
meeting of Stockholders shall consist of the holders of a majority of the
outstanding shares entitled to vote at the meeting, present in person or by
proxy, provided that in no case shall a quorum for the transaction of any
business consist of less than the number
<PAGE> 2
of shares required by law, the Articles of Incorporation, or these By-laws for
the transaction of such business.
In the absence of a quorum, the meeting may be adjourned from time to
time to a specified date not more than ninety (90) days after such adjournment,
by the vote of the holders of a majority of the shares present at the meeting in
person or by proxy and entitled to vote, without any notice otherwise than by
announcement at such meeting. At any such adjourned meeting at which a quorum is
present, any business may be transacted which might have been transacted at the
meeting as originally called had a quorum for the transaction of such business
been present.
Section 1.6 VOTING. At any meeting of the Stockholders, only
Stockholders of record on a date set by the Board of Directors, not exceeding
fifty (50) days preceding the date of any meeting of the stockholders, shall be
entitled to vote. A quorum being present, all matters coming before such meeting
shall be decided by the vote of a majority of the shares present in person or by
proxy, unless a larger vote is required by law or by the Articles of
Incorporation or these By-laws. A stockholder may vote either in person or by
proxy appointed by an instrument in writing by the stockholder or his duly
authorized attorney-in-fact. No proxy shall be valid for more than eleven (11)
months from the date of its execution unless otherwise expressly provided in the
proxy. In the event that any such instrument shall designate two or more persons
to act as proxy, a majority of such persons present at the meeting, or, if only
one be present, that one shall have all of the powers conferred by the
instrument upon all of the persons so designated unless the instrument shall
otherwise provide.
Section 1.7 INSPECTORS. At every election of Directors, the officer
presiding at the meeting shall appoint Inspectors of Election to serve at such
meeting. Inspectors of Election need not be stockholders and shall not be
Directors, officers, or employees of the Corporation or candidates for election
as Directors. It shall be the duty of Inspectors to receive and canvass the
votes cast at such meeting and certify the result to the presiding officer. Any
two of such Inspectors of Election shall be competent to act. Each Inspector,
before he enters on his duties of office, shall take and subscribe an oath,
before a person authorized to take oaths in the State of Florida, that he is
qualified to be an Inspector of Election, and that he will well, faithfully and
truly perform and discharge the duties of such office without fear, bias, or
discrimination. In all cases where the right to vote any share or shares of
stock in the Corporation shall be questioned, it shall be the duty of the
Inspectors to examine the transfer books of the Corporation to determine in
whose name such shares were registered on the record date. As between
conflicting claims of the right to vote any share, the stockholder of record on
the record date shall prevail over any proxy, and the proxy of the later date
over any proxy of an earlier date. If two proxies bear the same date and the
stockholder of record be not present in person, neither proxy shall be entitled
to vote.
2
<PAGE> 3
ARTICLE II
Board of Directors
Section 2.1 GENERAL POWERS. The Board of Directors shall control and
manage the affairs, property and business of the Corporation, and from time to
time shall determine the duties and responsibilities, and fix the compensation,
of all officers elected or appointed by the Board.
Section 2.2 NUMBER AND TERM OF OFFICE. The Board shall consist of
such number of Directors (not less than 3) as may be fixed from time to time by
the stockholders at an Annual or Special Meeting. All Directors shall be of full
age and at least one shall be a citizen of the United States and a resident of
Florida. Each Director shall hold office for a term of one year and until his
respective successor is chosen as herein provided.
Section 2.3 ELECTION OF DIRECTORS. The Directors shall be elected at
each Annual Meeting of the Stockholders. Voting shall be by written ballot and
each stockholder may cast as many votes in the aggregate as shall equal the
number of voting shares which he is entitled to vote, multiplied by the number
of Directors to be elected at the meeting, and each stockholder may cast the
whole number of votes for one candidate or distribute them among two or more
candidates, and the Directors shall be those persons, in a number equal to the
vacancies to be filled, who shall receive the greatest number of votes. The
foregoing (relating to cumulative voting) shall not be subject to revocation,
alteration, amendment, or repeal except pursuant to an amendment of the Articles
of Incorporation of the Corporation.
The polls for such election shall open at 11:00 a.m. and shall remain
open for not less than 15 minutes.
Section 2.4 PRESIDING OFFICER. At all meetings of the Board of
Directors, the Chairman or, in his absence, the President, or in the absence of
both the Chairman and the President, a chairman chosen by a majority of the
Directors present, shall preside, and the Secretary of the Corporation, or, in
his absence, an Assistant Secretary or, in the absence of both, any person
appointed by the presiding officer, shall act as Secretary.
Section 2.5 VACANCIES. Any vacancy in the Board of Directors may be
filled by a majority of the remaining Directors for the unexpired portion of the
term with respect to which such vacancy relates.
Section 2.6 REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held immediately following each Annual Meeting of the
Stockholders.
Section 2.7 SPECIAL MEETINGS. Special Meeting of the Board of
Directors may be held whenever called by the Chairman of the Board of Directors,
the Executive Committee, the President, or by at least one-fourth of the total
Board of Directors. The Secretary shall give notice of any Special Meeting,
stating the purposes for which called and the time and place thereof, either by
mailing notice thereof to each
3
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Director at his usual place of business at least five (5) days before the
meeting, or by personal delivery of such notice or by telephonic notice at least
one (1) day before the meeting.
Section 2.8 PLACE OF MEETING. Special Meeting of the Board of
directors may be held at any place within or without the State of Florida.
Section 2.9 ACTIONS BY DIRECTORS BY MEANS OF CONFERENCE TELEPHONE.
The Chairman or the President may call a meeting of the Board which may
participate in the meeting by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time. Action taken in such matter shall
have the same force and effect as any other action of the Board of Directors.
Section 2.10 QUORUM AND VOTE. At all meetings of the Board, a
majority of the entire Board shall constitute a quorum, and any act of a
majority present at a meeting at which there is a quorum shall be the act of the
Board, except as may be otherwise provided by law, the Articles of
Incorporation, or the By-laws. If a quorum shall not be present, a majority of
the Directors present at any meeting may adjourn such meeting from time to time,
without any other notice thereof, until a quorum shall be present.
Section 2.11 ORGANIZATION. The Board of Directors at its first
meeting immediately after the Annual Meeting of Stockholders, or as soon
thereafter as a quorum can be convened, shall be organized by the election from
its members, of a Chairman and a President. It shall also elect a Secretary and
such other officers of the Corporation as it shall deem best.
Section 2.12 COMPENSATION. (a) Each Director of the Company shall be
entitled to receive transportation and other reasonable expenses incident to his
attendance at any meeting of the Board or of any committee thereof, of which he
may be a member. (b) Each non-management Director shall be entitled to a
retainer of Twenty-thousand dollars ($20,000) payable quarterly in arrears for
any quarter or part thereof, which he serves as a Director. Each non-management
Director shall further be entitled to a fee of One-thousand dollars ($1,000) per
day for each day or portion thereof, in which he is in attendance at each Board
meeting. Each non-management Director serving as a member of any committee of
the Board shall be entitled to a fee of One-thousand dollars ($1,000) per day
for each day or portion thereof, in which he is in attendance at each committee
meeting on a day other than the day of a Board meeting. Each non-management
Director shall further, upon first being elected to the Board after May 19, 1998
be entitled to participate in the Company's Stock Option Plan as it then exists
and shall receive an initial grant of an option of two-thousand (2,000) shares.
Upon reelection to the Board of Directors, each Director is entitled to a grant
of an option of one-thousand (1,000) shares. (c) Management Directors shall not
be entitled to compensation for serving on the Board or any Committee of the
Board.
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Section 2.13 EXECUTIVE COMMITTEES. The Board of Directors, from their
number, may elect an Executive Committee of not less than three (3) and not more
than five (5), which shall always include the Chairman of the Board of
Directors. The Board may appoint such other committees as from time to time the
Board deems necessary. The Chairman of the Board of Directors shall call
meetings of the Executive Committee when he deems it necessary, and shall
preside at the meetings of said Committee. The Executive Committee, when the
Board of Directors is not in session, shall have full power to control and
manage the affairs, business and property of the Corporation; and a majority of
the Executive Committee shall constitute a quorum, for the transaction of
business coming before the Executive Committee. The Executive Committee, by
unanimous action of all members thereof, shall have power to change or reverse a
previous action or direction of the Board of Directors unless the exercise of
such discretion shall have been previously forbidden by resolution of the Board
of Directors. The Board of Directors, by a two-thirds majority of those present
and voting, shall have the power to limit or enlarge the powers of the Executive
Committee, to change membership therein, to fill vacancies in it or to dissolve
it. The Executive Committee may make rules for the conduct of said business and
may appoint such assistants as it may from time to time deem necessary. The
duties of each other committee deemed necessary by the Board shall be vested
with such rights and responsibilities as the Board may set forth in resolutions
creating same.
Section 2.14 DIRECTOR, EMERITUS. The Board of Directors may by
resolution confer upon any former Director the honorary title of Director,
Emeritus. The designation, number and term (which may be at the pleasure of the
Board of Directors) of each Director, Emeritus shall be within the discretion of
the Board of Directors. Directors, emeriti shall not be members of the Board of
Directors for any purpose, nor counted toward a quorum thereof. A Director,
Emeritus shall have the privilege of attending, without vote, any meeting of the
Board of Directors to which he or she is invited by the Chairman of the Board,
but shall have none of the other privileges, or the rights or liabilities of a
Director. Directors, emeriti shall receive the compensation that Board members
receive for each meeting of the Board of Directors that they are invited to
attend.
ARTICLE III
Officers
Section 3.1 OFFICERS. The officers of the Company shall be the
Chairman, the President, a Secretary and one or more Assistant Secretaries, a
Treasurer and one or more Assistant Treasurers, and such others as the Board of
Directors shall from time to time determine. The offices of Chairman and
President may be combined. The Board may establish the office of one or more
Vice Presidents and provide for their election by the Board, or their
appointment by the Chairman or the President.
Section 3.2 TERM OF OFFICE. The tenure of the Chairman and the
President shall continue from the date of election until the first regular
meeting of the
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Board thereafter, or until a successor shall be elected, or until he shall
resign or be removed. The tenure of the other officers shall be during the
pleasure of the Board, The Chairman, or the President, as the Board by
resolution from time to time shall provide.
Section 3.3 CHAIRMAN. The Chairman shall be the Chief Executive
Officer of the Corporation, subject to the provisions of these By-laws, and
perform such other duties as may from time to time by assigned by the Board.
Unless the Board shall otherwise direct, he shall preside at all meetings of the
Board of Directors and of the stockholders at which he shall be present.
Section 3.4 PRESIDENT AND VICE PRESIDENT. The President, subject
only to the Board of Directors, the Executive Committee, and the Chairman of the
Board of Directors, shall conduct and have general supervision and management of
the property and business of the Company, and shall report to, and be subject to
the direction and supervision of, the Chairman of the Board of Directors. In the
absence or disability of the Chairman of the Board, he shall call meetings of
the Board of Directors when directed upon request of a majority of the Executive
Committee. He may, after approval or ratification by the Board of Directors, or
by the Chairman of the Board of Directors, appoint such officers and assistants
(not elected or appointed by the Board of Directors) as he may require, who
shall perform such duties as from time to time may be assigned to them by him,
and after like approval, he may at any time remove any officer or assistant so
appointed by him. In the absence of the Chairman, he shall preside at all
meetings of the Board of Directors and the stockholders at which he shall be
present. If the Board shall appoint one or more Vice Presidents, it shall
establish the order in which each, in the absence of the President, shall
perform the duties of the President. The Vice Presidents otherwise shall perform
such duties as may from time to time be assigned to them by the President or the
Board of Directors, and shall have such descriptive titles as the Board may from
time to time determine.
Section 3.5 TREASURER. The Treasurer shall have the custody of the
corporate funds and securities, and shall keep full and accurate accounts of
receipts and disbursements in the books belonging to the Corporation, and shall
deposit all monies and valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the Corporation as may be ordered by the Board,
making proper vouchers for such disbursements, and shall render to the President
and the Directors at regular meetings of the Board, or whenever they require it,
an account of all of his transactions as Treasurer and of the financial
condition of the Corporation. He shall perform such other duties as are incident
to the office or may from time to time be imposed on him by law or these By-laws
or by the President or Board of Directors. He shall give the Corporation a bond
in a sum, and with one or more sureties, satisfactory to the Board for the
faithful performance of the duties of his office and for the restoration to the
Corporation in the case of his death, resignation, retirement, or removal from
office of all books, papers, vouchers, money and other properties of whatever
kind in his possession or under his control belonging to the Corporation. The
duties of the Treasurer may be combined into a single officer with the duties of
the Chief Accounting
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Officer under the title "Vice President-Finance", "Vice President and
Comptroller", or other suitable title as determined from time to time by the
Board.
Section 3.6 THE SECRETARY. The Secretary shall attend all meetings
of the Board of Directors and all meetings of the stockholders and act as clerk
thereof and record all votes and minutes of all proceedings in books to be kept
for that purpose, and shall perform like duties for the Executive Committee and
all standing committees of the Board of Directors when required. He shall give
or cause to be given notice of all meetings of stockholders and of the Board of
Directors and all committees thereof, and shall perform such additional duties
as are incident to the office or may from time to time be imposed upon him by
law, by these By-laws, or by the President or the Board of Directors. He shall
keep in safe custody the seal of the Corporation. His office may be combined
with that of the Treasurer, but not if the office of the Treasurer be combined
with that of the Chief Accounting Officer.
Section 3.7 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.
Assistant Treasurers and Assistant Secretaries may be elected or appointed, and
their duties prescribed, by the Board of Directors, the Chairman, or the
President, as the Board may, by general or special resolution, provide. In the
absence or disability of the Treasurer or Secretary, the President shall
designated an Assistant, who shall perform the duties of Treasurer or Secretary.
Section 3.8 SALARIES. The Board of Directors shall from time to time
determine the compensation of the Chairman, the President, the Secretary and all
other officers, and it may authorize the Chairman or the President from time to
time to fix, increase or reduce the compensation of any officer or employee of
the Corporation.
ARTICLE IV.
Other Matters Pertaining to Directors
& Officers
Section 4.1 RESIGNATION. A Director or officer may resign at any
time. Resignations shall be in writing and shall be delivered to the President
or Secretary. A resignation shall become effective upon receipt unless the
resignation shall require acceptance or set a later date.
Section 4.2 REMOVAL OF OFFICERS. The Chairman or the President may
be removed by the Board of Directors at any time with or without cause. The
Board of Directors may authorize the Chairman or the President to remove other
officers.
Section 4.3 REMOVAL OF DIRECTORS. A Director may be removed at any
time with or without cause by: (1) an instrument in writing duly executed (and
filed with the Secretary and served upon such Director within 30 days after the
date of such instrument) by the holders of not less than 90% of all of the
shares of stock outstanding as of the last day of the month preceding the date
of such instrument; (2) the vote at
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any meeting of the holders of not less than 90% of all the shares of stock
outstanding and entitled to vote at said meeting, if no notice of such proposed
action be given in the call for such meeting; or (3) the vote of the holders of
not less than 90% of the shares of stock present at any meeting in the call of
which notice of such proposed action was duly given.
Section 4.4 INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(A) Right to Indemnification. Each person who
was or is made a party or is threatened to be made a party to or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of the fact that he
or she is or was a Director or Officer of the Corporation or is or was serving
at the request of the Corporation as a Director, Officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans (an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a Director, Officer, employee or agent or in any other
capacity while serving as a Director, Officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Florida Business Corporation Act, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment) against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators; provided,
however, that, except as provided in paragraph (B) hereof with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any indemnitee in connection with a proceeding (or part thereof)
initiated by the indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this By-law shall be a contract right and shall
include the right to be paid by the Corporation the expenses (including
attorneys' fees), incurred in defending a proceeding in advance of its final
disposition; provided, however, that, if the Florida General Corporation Act
requires, the payment of such expenses incurred by an indemnitee in his or her
capacity as a Director or Officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such indemnitee is not entitled
to be indemnified for such expenses under this By-law or otherwise.
B. Right of Indemnitee to Bring Suit. If a
claim under paragraph (A) of this By-law is not paid in full by the Corporation
within sixty (60) days after a
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written claim has been received by the Corporation, except in the case of a
claim for expenses incurred in defending a proceeding in advance of its final
disposition, in which case the applicable period shall be twenty (20) days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit or in a suit brought by the Corporation to recover payments by the
Corporation of expenses incurred by an indemnitee in defending, in his or her
capacity as a Director or Officer, a proceeding in advance of its final
disposition, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such claim. In any action brought by the indemnitee to
enforce a right to indemnification hereunder (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any, has been tendered
to the Corporation) or by the Corporation to recover payments by the Corporation
of expenses incurred by an indemnitee in defending, in his or her capacity as a
Director or Officer, a proceeding in advance of its final disposition, the
burden of proving that the indemnitee is not entitled to be indemnified under
this By-law or otherwise shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Florida Business Corporation Act, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such an action brought by the
indemnitee, be a defense to the action.
C. Non-Exclusivity of Rights. The right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this By-law shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, the Articles of Incorporation, By-law, agreement, vote of
stockholders or disinterested Directors or otherwise.
D. Insurance. The Corporation may maintain
insurance, at its expense to protect itself and any Director, Officer, employee
or agent of the Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against such
expense, liability or loss under the Florida Business Corporation Act.
E. Indemnification of Employees and Agents of
the Corporation. The Corporation may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnification and to be paid by the
Corporation the expenses incurred in defending any proceeding in advance of its
final disposition, to any employee or agent of the Corporation to the fullest
extent of the provisions of this By-law with
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respect to the indemnification and advancement of expenses of Directors and
Officers of the Corporation.
Section 4.5 DIRECTOR CONFLICTS OF INTEREST. No contract or other
transaction between this Corporation, and one or more of its Directors or any
other corporation, firm, association or entity in which one or more of the
Directors are officers or are financially interested, shall be either void or
voidable because of such relationship or interest or because such Director or
Directors are present at the meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction or
because his or their votes are counted for such purpose, if:
(a) The fact of such relationship or interest is disclosed or
known to the Board of Directors or committee which authorizes, approves or
ratifies the contract or transaction by a vote or consent sufficient for the
purpose without counting the votes or consents of such interested Directors; or
(b) The fact of such relationship or interest is disclosed or
known to be shareholders entitled to vote and they authorize, approve or ratify
such contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable as to the
Corporation at the time it is authorized by the Board, a committee or the
shareholder.
Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.
ARTICLE V
Certificates of Stock
Section 5.1 CERTIFICATES OF STOCK. The certificates of stock of
the Corporation shall be numbered and registered as they are issued. They shall
exhibit the holder's name and the number of shares and shall be signed by the
President or a Vice President and the Secretary or an Assistant Secretary or by
the Treasurer or an Assistant Treasurer and shall bear the corporate seal which
may be impressed, or a facsimile thereof which may be printed or engraved
thereon. When the certificate is signed by a Transfer Agent and by a Registrar,
the signatures of any of the above officers may be facsimile. In case any
officer of the Corporation who has signed, or whose facsimile signature has been
used on, any stock certificate shall have ceased to be such officer before the
certificate is issued, such certificate shall be deemed adopted by the
Corporation and may be issued as if the person, who signed it or whose facsimile
signature has been used thereon, had not ceased to be such officer of the
Corporation.
Section 5.2 RECORD OWNERSHIP. Upon surrender to the Corporation
or a duly designated Transfer Agent of the Corporation of a certificate for
shares of stock of the Corporation, duly endorsed or accompanied by proper
evidence of succession,
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assignment, or authority to transfer, a new certificate shall be issued to the
person entitled thereto, the old certificate shall be cancelled and the
transaction recorded on the books of the Corporation. The Corporation shall be
entitled to treat the holder of record, on the books of the Corporation, of any
share or shares of stock as the lawful and absolute owner thereof and entitled
to receive dividends thereon and, accordingly, shall not be liable for failure
to recognize any equitable or other claim to, or interest in, any such share on
the part of any other person, whether or not it shall have express or other
notice thereof, save and except only as expressly provided by the laws of
Florida.
Section 5.3 TRANSFER AGENT AND REGISTRAR. The Board of Directors
may make such rules and regulations as it may deem expedient concerning the
issue, transfer and registration of stock of the Corporation. It may appoint one
or more Transfer Agents and one or more Registrars, and, except as otherwise
required by the Laws of Florida, may delegate to it or them such duties with
respect to the transfer and registration of shares of stock of the Corporation
as it may deem desirable.
Section 5.4 LOST OR DESTROYED CERTIFICATES. Any person claiming
that a certificate for shares of stock of the Corporation has been lost, or
destroyed shall make an affidavit or affirmation of the fact and, if the Board
of Directors so requires, advertise the same in such manner as the Board of
Directors may direct, and shall give the Corporation a bond indemnifying the
Corporation, its Transfer Agents and Registrars, in such form and amount, and
with such sureties as may be satisfactory to the Board; whereupon a new
certificate may be satisfactory to the Board; whereupon a new certificate may be
issued of the same tenor and for the same number of shares as the one alleged to
have been lost or destroyed, but always subject to such rules and regulations as
the Board of Directors may prescribe.
Section 5.5 POWER TO CLOSE TRANSFER BOOKS. The Board of Directors
shall have power to close the transfer books of the Corporation for a period not
exceeding thirty days preceding the date of payment of any dividend, or the date
for the allotment of rights, or the date when any change, conversion, or
exchange of shares shall become effective; provided, however, that in lieu of
closing the transfer books as aforesaid, the Board of Directors may fix in
advance a date, not less than ten nor more than thirty days preceding any such
date, as the record date for the purpose of determining the stockholders
entitled to receive payment of such dividend, or to such allotment of rights, or
to exercise the rights in respect of such change, conversion, or exchange of
shares; and in such event, only such persons as shall be stockholders of record
on the date on which the transfer books are closed, or on the record date so
fixed, shall be entitled to receive payment of such dividend, or to such
allotment of rights, or to exercise the rights in respect of such change,
conversion, or exchange of shares, as the case may be, notwithstanding any prior
or subsequent assignment or transfer of such shares.
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ARTICLE VI
Corporate Books
Section 6.1 CORPORATE BOOKS. The Corporation shall keep at its
principal office in the city of Jacksonville, Florida (and in such other places
as the Board of Directors shall from time to time determine) books and records
of its accounts, minute books, and the names and places of residence of its
officers. The Transfer Agent for the capital stock of the Company shall maintain
and keep stock books in which shall be recorded the number of shares of stock of
the Corporation subscribed, the names (alphabetically arranged) and addresses of
the owners of the shares, the numbers owned by them respectively, the amount of
shares paid and by whom the transfer of said shares, with the date of transfer.
The stock books shall be open for at least three business hours in each business
day for inspection by any judgment creditor or any person who shall have been
for at least six months immediately preceding his demand a holder of record of
1% or more of the outstanding shares of the Corporation, or by any officer,
Director or any committee or persons holding or authorized in writing by the
holders of record of at least 5% of its outstanding shares, with the right to
make extracts therefrom. Upon the demand of any person entitled to do so
inspect, the Company, upon the payment of the fees of the Transfer Agent
therefor, shall furnish, or cause to be furnished, a certified copy of such
stock list to such person.
ARTICLE VII
Corporate Instruments
Section 7.1 CHECKS, NOTES, ETC. All checks, notes, drafts, bills
of exchange and all other orders for payment by the Corporation shall be signed
in such manner, and by such officer or officers (or when drawn on an account
opened for a special or limited purpose, by such person or persons) as the Board
of Directors or the Executive Committee may from time to time determine.
Section 7.2 OTHER INSTRUMENTS. Any deed, mortgage, lease, pledge,
bond, contract, agreement, power of attorney, proxy, evidence of obligation or
an interest in property, or other instrument may be executed on behalf of the
Corporation by any person, whether an officer or not, expressly so authorized,
either by general resolution of the Board of Directors, or by a resolution
authorizing the particular act. In all cases, the due execution of any such
instrument on behalf of the Corporation shall be sufficiently evidenced if
executed in its name by the President or one of the Vice Presidents, with the
corporate seal affixed, and attested by the Secretary or an Assistant Secretary;
provided, that execution by the Company of bonds, notes, certificates, or other
evidence of indebtedness secured by a mortgage, lease or other instrument duly
executed by authorized officers of the Company which require authentication
thereof by the trustee or trustees of said mortgage, lease or other instrument
of indebtedness may be evidenced by the facsimile signature of the authorized
officers of the Company in lieu of their manual signatures.
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Section 7.3 PROXIES. Unless otherwise provided by resolution of
the Board of Directors, the President may from time to time, in the name and on
behalf of the Corporation, appoint an attorney or attorneys, or other agent or
agents of the Corporation (who may be or include himself), to cast the votes
which the Corporation may be entitled to cast as a stockholder or otherwise in
any other Corporation, any of whose stock or other securities may be held by the
corporation, at meetings of the holders of the stock or other securities of such
other corporations, or to consent in writing to any action by such other
corporation; may instruct the person or persons so appointed as to the casting
of such votes or giving such consent; and may execute or cause to be executed,
in the name and on behalf of the Company and under its corporate seal, all such
written proxies or other instruments as may be necessary or proper to evidence
the appointment of such attorneys or agents.
ARTICLE VIII
Corporate Seal
Section 8.1 CORPORATE SEAL. The seal of the Corporation shall be
circular in shape, with the words "Corporate Seal 1983" in the center,
encircled by the words, "Florida East Coast Industries, Inc., *Florida*." The
Corporation may have duplicate seals and the seal, and all duplicates thereof,
shall be kept in the custody of the Secretary or of such officer or officers as
may from time to time be designated by the Board of Directors.
ARTICLE IX
Accounts
Section 9.1 FISCAL YEAR. The fiscal year of the Corporation shall
begin on the first day of January each year.
Section 9.2 AUDIT. The Board of Directors, or Chairman of the
Board, shall cause a detailed examination, verification, or restatement of the
accounts, income statement and balance sheet of the Corporation to be made at
such times as they may desire, by a firm of certified public accountants
authorized to practice in the State of Florida, or New York.
ARTICLE X
Waiver of Notice
Section 10.1 WAIVER OF NOTICE. Whenever any notice is required to
be given under these By-laws or the Articles of Incorporation, a waiver thereof,
in writing, by the person entitled thereto, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
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ARTICLE XI
Revocation, Alteration, Amendment or
Repeal of By-laws
Section 11.1 REVOCATION, ALTERATION, AMENDMENT OR REPEAL OF
BY-LAWS. Subject to the provisions of the Articles of Incorporation of the
Corporation, these By-laws may be revoked, altered, amended, or repealed, or
additional provisions may be added thereto by a two-thirds majority of the Board
of Directors present and voting at any regular meeting at which a quorum is
present; or at any Special Meeting, provided notice of the proposed action shall
have been given in accordance with these By-laws; except that this Article XI
may not be subject to revocation, alteration, amendment, or repeal by the Board
of Directors.
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21. Listing of parent and subsidiaries
Parent- Florida East Coast Industries, Inc.
Subsidiaries- Florida East Coast Railway Company
Florida East Coast Deliveries, Inc.
Railroad Track Construction Company
Gran Central Corporation
Dade County Land Holding Company, Inc.
International Transit, Inc.
EPIK Communications Incorporated
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that each of the undersigned Directors of
Florida East Coast Industries, Inc., a Florida corporation ("Corporation"),
which is about to file with the Securities and Exchange Commission, Washington,
D.C. 20549, under the provisions of the Securities Exchange Act of 1934, as
amended, a Report on Form 10-K for the fiscal year ended December 31, 1999,
hereby constitutes and appoints R.W. Anestis and Heidi J. Eddins as his true
and lawful attorneys-in-fact and agent, and each of them with full power to
act, without the other in his stead, in any and all capacities, to sign the
1999 Report of Florida East Coast Industries, Inc., on Form 10-K and to file on
behalf of the Corporation such Report and amendments with all exhibits thereto,
and any and all other information and documents in connection therewith, with
the Securities and Exchange Commission, hereby granting unto said
attorneys-in-fact and agent, and each of them, full power and authority to do
and perform any and all acts and things requisite and ratifying and confirming
all that each said attorneys-in-fact and agent or any one of them, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands on the date
indicated below:
<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------- -------------------------------------------
R.W. Anestis, Chairman, President, Heidi J. Eddins, Executive Vice President,
Chief Executive Officer and Director General Counsel and Secretary
- ------------------------------------- -------------------------------------------
J.C. Belin, Director R.S. Ellwood, Director
- ------------------------------------- -------------------------------------------
J.N. Fairbanks, Director A.C. Harper, Director
- ------------------------------------- -------------------------------------------
A. Henriques, Director J.J. Parrish, III, Director
- ------------------------------------- -------------------------------------------
P.S. Rummell, Director W.L. Thornton, Director
-------------------------------------------
R.H. Nazarian, Executive Vice President,
Chief Financial Officer & Treasurer
</TABLE>
Date: March 15, 2000
61
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0
0
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