SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File number 1-7159
FLORIDA ROCK INDUSTRIES, INC.
(exact name of registrant as specified in its charter)
Florida 59-0573002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
155 East 21st Street, Jacksonville, Florida 32206
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 904/355-1781
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock $.10 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of 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.[ ]
At December 3, 2001 the aggregate market value of the shares of Common Stock
held by non-affiliates of the registrant was approximately $624,353,012. At
such date there were 28,242,035 shares of the registrant's Common Stock
outstanding.
Documents Incorporated by Reference
Portions of the Florida Rock Industries, Inc. 2001 Annual Report to
Shareholders are incorporated by reference in Parts I and II.
Portions of the Florida Rock Industries, Inc. Proxy Statement dated December
28, 2001 are incorporated by reference into Part III.
PART I
Item 1. BUSINESS.
Florida Rock Industries, Inc., which was incorporated in Florida in
1945,and its subsidiaries (the "Company"), are principally engaged in
the production and sale of ready mixed concrete, the mining, processing
and sale of sand, gravel and crushed stone ("construction aggregates")
and the production and sale of portland and masonry cement. The Company
also produces and sells concrete block, prestressed concrete and calcium
products and sells other building materials. Substantially all of the
Company's operations are conducted within the Southeastern United
States, primarily in Florida, Georgia, Tennessee, Virginia, Maryland,
Washington, D.C. and North Carolina. The Company also has an investment
in a stone quarry and a sand and gravel plant in Charlotte County, New
Brunswick, Canada.
Information as to the Company's business and new developments is
presented under the caption "Operating Review" on pages 4 and 5 of the
accompanying 2001 Annual Report to Shareholders and such information is
incorporated herein by reference.
Information as to the Company's business segments is presented in Note
13 of the Notes to Consolidated Financial Statements in accompanying
2001 Annual Report to Shareholders and such information is incorporated
herein by reference.
Sales are subject to factors affecting the level of general construction
activity including the level of interest rates, consumer confidence,
availability of funds for construction, appropriations by federal and
state governments for construction, past overbuilding, labor relations
in the construction industry, energy shortages, material shortages,
weather, climate, and other factors affecting the construction industry
in general. Labor disputes in the construction industry may result in
work stoppages which may interrupt sales in the affected area.
Precipitation or freezing temperatures may cause a reduction in
construction activity and related demand for the Company's products.
During the winter months, sales and income of the Company's Maryland,
Virginia, North Carolina, Washington, D.C., Georgia, and Tennessee
operations are adversely affected by the impact of inclement weather on
the construction industry. The Company's Florida operations usually are
not similarly affected. A decrease in the level of general construction
activity in any of the Company's market areas caused by any of the above
factors may have a material adverse effect on the Company's sales and
income derived therefrom.
The Company operates seven crushed stone plants, nine sand plants and
one industrial sand plant in Florida. It operates five crushed stone
plants; two sand and gravel plants and owns a two-thirds interest in one
crushed stone plant in Georgia; one crushed stone plant in Tennessee;
two sand and gravel plants and two crushed stone plants in Maryland; and
two crushed stone plants and two sand and gravel plants in Virginia.
The Company also operates aggregates distribution terminals in Central
and Northern Florida; Coastal Georgia; Northern Virginia;
Norfolk/Virginia Beach, Virginia; Baltimore, Maryland; the Eastern Shore
of Maryland and Washington, D.C. The Company sells construction
aggregates throughout most of Florida with the principal exception of
the panhandle. In Georgia, the Company primarily serves the regional
construction markets around Griffin, Macon, Columbus and the southern
and western portions of the Atlanta market. In Virginia the Company
primarily serves the Richmond, Norfolk/Virginia Beach, Williamsburg and
Northern Virginia markets. In Maryland, the principal markets served are
the greater Baltimore area, Frederick and Montgomery Counties and the
Eastern Shore of Maryland from waterfront distribution yards. In
Florida and Georgia shipments are made by rail and truck. In Virginia
and Maryland the Company primarily serves the regional construction
markets around Richmond, Virginia and the greater Baltimore area by
truck; and the Company's marine division ships materials by barge
throughout the Chesapeake Bay area, along the James River between
Richmond and Norfolk/Virginia Beach and as far north as Woodbridge,
Virginia on the Potomac River and Washington D. C. on the Anacostia
River. One joint venture sells products from the Canadian operations in
New York, South Carolina, Georgia, Florida, the Caribbean and Argentina.
The Company manufactures and markets ready mixed concrete, concrete
block, precast and prestressed concrete. It also markets other building
materials. The Company's concrete operations serve: most of Florida with
the principal exception of the panhandle; southern and southwest
Georgia; central Maryland; the Richmond-Petersburg-Hopewell;
Williamsburg, Hampton, Newport News, and Norfolk/Virginia Beach areas of
Virginia along with northeastern Virginia and Washington, D.C.
Since ready mixed concrete hardens rapidly, delivery is generally
confined to a radius of approximately 20 to 25 miles from the producing
plant. The bulk weight of concrete block limits its delivery to
approximately 40 miles from the producing plant.
The Company's annual single-shift capacity at its 12 operating concrete
block plants is approximately 30.4 million 8x8x16 equivalent units of
block.
At most of the Company's Florida and Georgia concrete facilities, it
purchases and resells building material items related to the use of
ready mixed concrete and concrete block. Prestressed concrete products
for commercial developments and bridge and highway construction are
produced in Wilmington, North Carolina. Precast concrete lintels and
other building products are produced in Kissimmee, Florida.
The Company produces portland and masonry cement in Newberry, Florida
which is sold in both bulk and bags to the ready mix concrete industry
and the retail home improvement markets. Calcium products for the
animal feed industry are produced in Brooksville, Florida and for the
roofing industry in Fredrick, Maryland.
During fiscal 2001, the Company purchased cement from 11 suppliers, the
largest of which supplied approximately 32% of the cement used by the
Company in its ready mixed concrete, concrete block, and prestressed
concrete operations. At the present time there is an adequate supply of
cement in the areas in which the Company operates.
In fiscal 2001 approximately 59% of the coarse aggregates, 51% of the
sand and 21% of the cement used in the Company's concrete operations
were produced by the Company. The remaining aggregates were purchased
from other suppliers whose geographic locations coupled with
transportation costs make it more economical to serve certain of the
Company's plants. At the present time, there is an adequate supply in
the areas in which the Company operates.
The Company's cement, construction aggregates and concrete products are
sold in competition with other types of cement, construction aggregates
and products as well as in competition with other producers of the same
type of cement, construction aggregates and concrete products. The
Company's concrete products compete with other building materials such
as asphalt, brick, lumber, steel and other products. The Company
believes that price, plant location, transportation costs, service,
product quality and reputation are the major factors that affect
competition within a given market. Because of the relatively high
transportation costs associated with construction aggregates and concrete
products, competition is often limited to products or competitors in
relatively close proximity to production facilities. Exceptions exist
for areas that may be served by river barges, ocean-going vessels or rail
lines.
The Company does not believe that backlog information accurately reflects
anticipated annual revenue or profitability from year to year.
The Company's operations are subject to and affected by federal, state
and local laws and regulations relating to the environment, health and
safety and other regulatory matters. Certain of the Company's
operations may from time to time involve the use of substances that are
classified as toxic or hazardous substances within the meaning of these
laws and regulations. Environmental operating permits are, or may be,
required for certain of the Company's operations and such permits are
subject to modification, renewal and revocation. The Company regularly
monitors and reviews its operations, procedures and policies for
compliance with these laws and regulations. Despite these compliance
efforts, risk of environmental liability is inherent in the operation of
the Company's businesses. Such regulations have not had a material
adverse impact in recent years and are not expected to have a major
material adverse effect on the Company's capital expenditures or
operating results over the next year. However, as is the case with
other companies engaged in similar businesses, there can be no assurance
that environmental liabilities or subsequent changes in environmental
regulations will not have a material adverse effect on the Company in the
future. Additional information concerning environmental matters is
presented in Item 3 "Legal Proceedings" of this Form 10-K and such
information is incorporated herein by reference.
Employees. The Company employed 3,392 persons at September 30, 2001.
EXECUTIVE OFFICERS OF THE COMPANY
Name Age Office Position Since
Edward L. Baker 66 Chairman of the Board May 1989
John D. Baker II 53 President and Chief February 1996
Executive Officer
John D. Milton, Jr. 56 Executive Vice President, January 2001
Treasurer and Chief
Financial Officer
C. J. Shepherdson 85 Vice President September 1972
S. Robert Hays 64 Vice President May 1984
Thompson S. Baker II 43 Vice President August 1991
Clarron E. Render, Jr. 59 Vice President August 1991
Fred W. Cohrs 68 Vice President February 1995
Wallace A. Patzke, Jr. 54 Vice President, Controller August 1997
and Chief Accounting Officer
H. W. Walton 56 Vice President, Human May 2001
Resources and Quality
Dennis D. Frick 59 Secretary October 1992
John W. Green 49 Assistant Secretary October 1988
John D. Milton, Jr. joined the Company in January 2001 and was elected
Executive Vice President, Treasurer and Chief Financial Officer. Prior to
joining the Company he was a partner in the law firm of Martin, Ade,
Birchfield & Mickler, PA.
In August 1997, Wallace A. Patzke, Jr. was elected to the additional position
of Chief Accounting Officer. In October 1996, he was elected to the position
of Vice President of the Company. He had served as Controller of the Company
since December 1991.
H. W. Walton has been employed by the Company since August 1985 and has held
various positions. Most recently, he was Director of Quality since April
1998 and prior to that date was Director of Safety for the Aggregates Group
of the Company.
All other officers have been employed by the Company in their respective
positions for the past five years.
Edward L. Baker and John D. Baker II are brothers. Thompson S. Baker II is
the son of Edward L. Baker.
All executive officers of the Company are elected by the Board of Directors.
Item 2. PROPERTIES.
The Company's principal properties are located in Florida, Georgia,
Tennessee, North Carolina, Virginia, Washington, D.C. and Maryland. The
following table summarizes the Company's principal construction aggregates
production facilities and estimated reserves at September 30, 2001.
Tons Tons of
Delivered in Estimated Approximate
Year Ended Reserves Acres
9/30/01 9/30/01 (L-Leased)(a) Lease
(000's) (000's) (O-Owned) Description
The Company has five
limestone quarries in
Florida located at Gulf
Hammock (which also
produces agricultural
limestone), Brooksville,
Ft. Myers (which also
produces baserock), 10 leases
Naples, and Miami (which L-11,197 expiring from
also produces baserock) 9,563 404,000 O-10,058 2002 to 2046
The Company has six
granite quarries in
Georgia located at
Griffin, Forest Park, 11 leases
Macon, Tyrone, Columbus L-1,891 expiring from
and Paulding County 7,095 499,000 O-1,620 2002 to 2046
The Company has one
stone quarry located
in Chattanooga, Tennessee - 52,900 O- 248
Tons Tons of
Delivered in Estimated Approximate
Year Ended Reserves Acres
9/30/01 9/30/01 (L-Leased)(a) Lease
(000's) (000's) (O-Owned) Description
The Company has two
crushed stone plants
located at Havre de
Grace and Frederick,
Maryland and two
located near Richmond,
Virginia and one joint
venture plant in Charlotte L- 299 2 leases
County, New Brunswick, 8,695 304,000 O-1,060 expiring from
Canada 2002 to 2018
The Company has two
baserock plants
located at Ft. Pierce
and Sunniland,and a 4 leases
portland cement plant O- 517 expiring from
at Newberry, Florida 1,352 156,000 L-14,847 2002 to 2046
The Company has nine
sand plants located
at Keystone Heights,
Astatula, Lake County,
Marion County (two
locations) Keuka,
Grandin, LaBelle and
Lake Wales, Florida; two
sand plants located at
Albany and Bainbridge,
Georgia and sand and gravel
plants located at Leonardtown
and Goose Bay, Maryland;
two sand and gravel plants
at Charles City, Virginia
and one joint venture sand
and gravel plant in 19 leases
Charlotte County, 9,425 293,000 L-12,992 expiring from
New Brunswick, Canada O- 2,376 2002 to 2046
Future reserves:
Sand: Lake County,
Florida(c) 12,000 O- 654
Polk County, Florida
(two locations) 37,000 O- 923
Putnam County, Florida
(two locations) 114,000(b)
Limerock:
Brooksville, Florida 100,000(b)
Newberry, Florida 69,000(b)
Tons Tons of
Delivered in Estimated Approximate
Year Ended Reserves Acres
9/30/01 9/30/01 (L-Leased)(a) Lease
(000's) (000's) (O-Owned) Description
Granite-Muscogee County 1 lease
Georgia L- 142 expiring in
33,000 2019
Granite - Auburn,
Alabama 65,000 L- 400 1 lease
expiring in 2041
Crushed Stone
Havre de Grace, Maryland(c) 121,000(b)
Marble-Carroll County,
Maryland 80,000 O- 405
Limestone:
Miami Florida 50,000 O- 422
(a) Leased acreage includes all properties not owned by the Company as to
which the Company has at least the right to mine construction aggregates
for the terms specified.
(b) Acres are included in the first line of the above table.
(c) All the required zoning or permits for these locations have not yet
been obtained.
The Company operates twelve construction aggregates distribution terminals
located in Florida (four), Georgia (two), Maryland (four), Virginia (one) and
Washington D. C. comprising approximately 152 acres, of which the Company owns
99 and leases 53 acres.
The Company has 108 sites for its ready mixed concrete, concrete block and
prestressed concrete plants in Florida, Georgia, North Carolina, Virginia and
Maryland aggregating approximately 799 acres. Of these acres, the Company owns
approximately 636 and leases approximately 163. The lease terms vary from
month-to-month to expiring in 2019.
The Company leases, from Patriot Transportation Holding, Inc., ("Patriot")
approximately six acres with two office buildings in Jacksonville, Florida,
which are used for its executive offices. A subsidiary leases from Patriot
administrative office space in Sparks, Maryland. A subsidiary leases
administrative office space in Springfield, Virginia. A subsidiary owns
administrative offices in Richmond, Virginia. In addition, the Company owns
approximately 19 acres, which are used for shop facilities.
The Company owns certain other properties which are summarized as follows:
Approximate
Type Property (1) State Acres
Residential Land Maryland 427
Residential Land New Jersey 33
Industrial/Commercial Virginia 93
Industrial/Commercial Florida 27
Industrial/Commercial Maryland 1,491
Industrial/Commercial North Carolina 36
(1) The properties owned by the Company are grouped by current or proposed
use. Such use may be subject to obtaining appropriate rezoning, zoning
variances, subdivision approval, permits, licenses, and to comply with various
zoning, building, environmental and other regulations of various federal,
state, and local authorities.
At September 30, 2001 certain property, plant and equipment with a carrying
value of $27,556,000 was pledged on industrial development revenue bonds and
certain other notes and contracts with an outstanding principal balance
totaling $47,390,000 on such date.
Item 3. LEGAL PROCEEDINGS.
The Company has been advised of soil and groundwater contamination on or near
a site formerly used by the Company as a ready mix and concrete block
manufacturing facility in Kissimmee, Florida. The contamination by petroleum
products apparently resulted from a leaking underground storage tank on the
site. The contaminated soil and groundwater will have to be remediated in
accordance with state and federal laws. An environmental consulting firm is
investigating the site and has submitted a Contamination Assessment Report
("CAR") to the Florida Department of Environmental Protection ("DEP") for their
review and approval. By letter dated July 12, 1995, the DEP requested
additional site information. Pursuant to amended petroleum contaminated site
cleanup funding procedures, the DEP notified the Company that it was eligible
for state funded remediation assistance under the Florida Petroleum Liability
and Restoration Insurance Program ("FPLRIP") and assigned a site priority
ranking score of 56. Future state assisted rehabilitation will be dictated by
the site priority ranking score and shall be conducted on a pre-approval
basis. The Company will seek reimbursement of past site cleanup costs from
the FPLRIP and/or the Florida Abandoned Tank Restoration Program. By letter
dated August 21, 2000, the Company was notified by the DEP that the site was
approved for funding under the FPLRIP; however, before the cleanup could begin,
the Company had to pay a $10,000 deductible associated with that funding
program. The Company paid the deductible and the site evaluation commenced
in March 2001. Under the FPLRIP, the Company would only be responsible for
the cleanup costs that exceed the FPLRIP spending cap of $300,000.
On May 8, 1992, oral arguments were held in the Government's appeal of the U.S.
Claims Court judgment entered in favor of the Company in its inverse
condemnation claim against the U.S. Army Corps of Engineers ("Corps"). The
case involved a 98 acre parcel of a 1560 acre tract with limestone reserves in
Dade County, Florida. On March 10, 1994, the Court of Appeals vacated the U.S.
Claims Court judgment and remanded the case for further proceedings. The
Company's petition for rehearing was denied on June 21, 1994. On September 20,
1994, the Company filed a petition for writ of certiorari in the U.S. Supreme
Court. On January 3, 1995, the U.S. Supreme Court denied the petition for writ
of certiorari. On June 28, 1995, a hearing was held concerning issues to be
decided on remand of the case to the U.S. Court of Federal Claims ("Court").
A new trial was held on April 15, 1996. On August 31, 1999, the Court ruled
that the Corps permit denial effected a compensable partial regulatory taking
of the ninety-eight (98) acre parcel and that the Company was entitled to
recover $752,444 plus accrued interest from 1980 and its costs and attorneys'
fees. The Court invited the parties to recommend to the Court how the Court
should proceed as to the Company's loss of use of the remaining 1,462 acres in
the Tract. A hearing on the amount of attorney's fees, costs, and accrued
interest and the applicability of the Court's decision to the remaining 1462
acres was held on March 15, 2000. On March 28, 2000, the Court ruled that the
Company shall recover from the United States the sum of $752,444 plus compound
interest from October 2, 1980 as compensation for the partial regulatory taking
of the 98 acre parcel. In addition, the Court awarded the Company $1,320,377
as reimbursement for attorney fees and costs. The Court suspended further
proceedings concerning the remaining 1,462 acres in order to give the parties
an opportunity to appeal its March 28, 2000 judgment and order. On May 25,
2000, the United States appealed the Court's March 28, 2000 judgment to the
United States Court of Appeals for the Federal Circuit. In September 2001,
the Company settled the suit wherein it conveyed 1,560 acres of land in Dade
County, Florida in return for proceeds of $21 million. The Company recorded
in the fourth quarter a pre-tax gain of $18.0 million.
In November 2000, the United States Environmental Protection Agency through the
offices of the United States Attorney for the District of Columbia commenced
an investigation of DC Materials, Inc. and Cardinal Concrete Company, both
subsidiaries of Florida Rock Industries, Inc., with respect to a parcel of real
property leased by DC Materials, Inc. in the District of Columbia. The
investigation consists of looking into possible violations of the Clean Water
Act in connection with the discharge of runoff water at the aforementioned
site. Florida Rock Industries and its subsidiaries are cooperating fully with
the investigation, which is still continuing. In the opinion of management,
the outcome is not expected to have a material adverse effect on the Company's
consolidated financial statements.
Note 15 to the Consolidated Financial Statements included in the accompanying
2001 Annual Report to Shareholders is incorporated herein by reference.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No reportable events.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
There were approximately 1,066 holders of record of Florida Rock Industries,
Inc. common stock, $.10 par value, as of December 3, 2001. The Company's
common stock is traded on the New York Stock Exchange (Symbol: FRK).
Information concerning stock prices and dividends paid during the past two
years is included under the caption "Quarterly Results" on page 9 of the
Company's 2001 Annual Report to Shareholders and such information is
incorporated herein by reference. Information concerning restrictions on the
payment of cash dividends is included in Note 6 captioned "Lines of credit and
debt" on page 16 of the Company's 2001 Annual Report to Shareholders and such
information is incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA.
Information required in response to this Item 6 is included under the caption
"Five Year Summary" on page 6 of the Company's 2001 Annual Report to
Shareholders, and such information is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Information required in response to this Item 7 is included under the captions
"Management Analysis" on pages 7 and 8; "Acquisitions and Capital Expenditures"
on page 1; in the first paragraph under the caption "Summary and Outlook" on
page 3; and in Notes 1 through 16 to the Consolidated Financial Statements
included in the accompanying 2001 Annual Report to Shareholders and in Item 3
"Legal Proceedings" of this Form 10-K. Such information is incorporated herein
by reference.
Item 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates. For its
cash and cash equivalents a change in interest rates affects the amount of
interest income that can be earned. For its debt instruments changes in
interest rates affect the amount of interest expense incurred.
The following table provides information about the Company's financial
instruments that are sensitive to changes in interest rates:
Interest rate sensitivity There- Fair
2002 2003 2004 2005 2006 after Total Value
Bank lines of credit 0 0 0
Long-term debt at
fixed rates $ 270 327 234 60 64 595 1,550 1,602
Weighted average
interest rate 8.8% 8.6 8.0 7.0 7.1 7.1
Long-term debt at
variable interest
rate $8,875 1,775 0 100,400 1,100 33,901 146,051 146,051
Weighted average
interest 5.0%
The Company's operations are subject to factors affecting the level of general
construction activity including the level of interest rates, availability of
funds for construction and other factors affecting the construction industry.
A significant decrease in the level of general construction activity in any of
the Company's market areas may have a material adverse effect on the Company's
sales and income derived therefrom.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information required in response to this Item 8 is included under the caption
"Quarterly Results" on page 9 and on pages 10 through 21 of the Company's 2001
Annual Report to Shareholders. Such information is incorporated herein by
reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
No reportable events.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information regarding the executive officers of the Company is set forth under
the caption "Executive Officers of the Company" in Part I of this Form 10-K.
Information concerning directors required in response to this Item 10 is
included under the captions "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Company's Proxy Statement
dated December 28, 2001, and such information is incorporated herein by
reference.
Item 11. EXECUTIVE COMPENSATION.
Information required in response to this Item 11 is included under the captions
"Executive Compensation," "Compensation Committee Report," "Compensation
Committee Interlocks and Insider Participation," and "Shareholder Return
Performance" in the Company's Proxy Statement dated December 28, 2001, and such
information is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information required in response to this Item 12 is included under the
captions "Common Stock Ownership of Certain Beneficial Owners" and "Common
Stock Ownership by Directors and Officers" in the Company's Proxy
Statement dated December 28, 2001, and such information is incorporated
herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required in response to this Item 13 is included under the
captions "Compensation Committee Interlocks and Insider Participation" and
"Certain Relationships and Related Transactions" in the Company's Proxy
Statement dated December 28, 2001.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) and (2)Financial Statements and Financial Statement Schedules.
The response to this item is submitted as a separate section. See
Index to Financial Statements and Financial Statement Schedules on
page 16 of this Form 10-K.
(3)Exhibits
The response to this item is submitted as a separate section. See
Exhibit Index on pages 14 through 16 of this Form 10-K.
(b) Reports on Form 8-K.
During the three months ended September 30, 2001, the Company filed
the following:
(1) Form 8-K dated July 11, 2001 reporting an agreement to acquire
the southeastern assets of U. S. Aggregates, Inc. under Item
5, "Other Events" and Item 7, "Financial Statements, Pro Forma
Financial Information and Exhibits."
SIGNATURES
Pursuant to the requirements of Section 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.
FLORIDA ROCK INDUSTRIES, INC.
Date: December 19, 2001 By JOHN D. MILTON, JR.
John D. Milton, Jr.
Executive Vice President
Treasurer and Chief
Financial Officer
By WALLACE A. PATZKE JR.
Wallace A. Patzke, Jr.
Vice President, Controller
and Chief Accounting
Officer
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 indicated on December 5, 2001.
JOHN D. BAKER II CHARLES H. DENNY III
John D. Baker II Charles H. Denny III
Director, President and Chief Director
Executive Officer
(Principal Executive Officer) J. DIX DRUCE
J. Dix Druce
JOHN D. MILTON, JR. Director
John D. Milton, Jr.
Executive Vice President, Treasurer LUKE E. FICHTHORN III
and Chief Financial Officer Luke E. Fichthorn III
(Principal Financial Officer) Director
WALLACE A. PATZKE JR. TILLIE K. FOWLER
Wallace A. Patzke Jr. Tillie K. Fowler
Vice President, Controller and Director
Chief Accounting Officer
(Principal Accounting Officer) FRANCIS X. KNOTT
Francis X. Knott
EDWARD L. BAKER Director
Edward L. Baker
Director C. J. SHEPHERDSON
C. J. Shepherdson
THOMPSON S. BAKER II Director
Thompson S. Baker II
Director G. KENNEDY THOMPSON
G. Kennedy Thompson
ALVIN R. CARPENTER Director
Alvin R. Carpenter
Director
FLORIDA ROCK INDUSTRIES, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001
EXHIBIT INDEX
[Item 14(a)(3)]
(3)(a)(1) Restated Articles of Incorporation of Florida Rock
Industries, Inc., filed with the Secretary of State of
Florida on May 9, 1986, incorporated by reference to an
exhibit previously filed with Form 10-Q for the quarter
ended December 31, 1986. File No. 1-7159.
(3)(a)(2) Amendment to the Articles of Incorporation of Florida
Rock Industries, Inc. filed with the Secretary of State
of Florida on February 19, 1992, incorporated by
reference to an exhibit previously filed with Form 10-K
for the fiscal year ended September 30, 1993. File No.
1-7159.
(3)(a)(3) Amendments to the Articles of Incorporation of Florida
Rock Industries, Inc. filed with the Secretary of State
of Florida on February 7, 1995, incorporated by
reference to an appendix to the Company's Proxy
Statement dated December 15, 1994.
(3)(a)(4) Amendment to the Articles of Incorporation of Florida
Rock Industries, Inc. filed with the Secretary of State
of Florida on February 4, 1998, incorporated by
reference to an exhibit previously filed with Form 10-Q
for the quarter ended March 31, 1998. File No. 1-7159.
(3)(a)(5) Amendment to the Articles of Incorporation of Florida
Rock Industries, Inc. filed with the Secretary of State
of Florida on May 6, 1999. A form of such amendment was
previously filed as Exhibit 4 to the Company's Form 8-K
dated May 5, 1999 and is incorporated by reference
herein. File No. 1-7159.
(3)(b)(1) Restated Bylaws of Florida Rock Industries, Inc.,
adopted December 1, 1993, incorporated by reference to
an exhibit previously filed with Form 10-K for the
fiscal year ended September 30, 1993. File No. 1-7159.
(3)(b)(2) Amendment to the Bylaws of Florida Rock Industries, Inc.
adopted October 5, 1994, incorporated by reference to an
exhibit previously filed with Form 10-K for the fiscal
year ended September 30, 1994. File No. 1-7159.
(3)(b)(3) Amendment to the Bylaws of Florida Rock Industries, Inc.
adopted February 4, 1998, incorporated by reference to
an exhibit previously filed with Form 10-Q for the
quarter ended March 31, 1998. File No. 1-7159.
(4)(a) Articles III, VII, and XIII of the Articles of
Incorporation of Florida Rock Industries, Inc.,
incorporated by reference to exhibits previously filed
with Form 10-Q for the quarter ended December 31, 1986
and Form 10-K for the fiscal year ended September 30,
1993. And Articles XIV and XV, incorporated by
reference as appendix to the Company's Proxy Statement
dated December 15, 1994. File No. 1-7159.
(4)(b) Credit Agreement dated as of June 28, 2000 among Florida
Rock Industries, Inc.; First Union National Bank; Bank
of America, N.A.; SunTrust Bank; and First Union
Securities, Inc., incorporated by reference to an
exhibit previously filed with Form 10-Q for the quarter
ended June 30, 2000. File No. 1-7159.
(4)(c) The Company and its consolidated subsidiaries have other
long-term debt agreements which do not exceed 10% of the
total consolidated assets of the Company and its
subsidiaries, and the Company agrees to furnish copies
of such agreements and constituent documents to the
Commission upon request.
(4)(d) Rights Agreement, dated as of May 5, 1999 between the
Company and First Union National Bank, incorporated by
reference to Exhibit 4 to the Company's Form 8-K dated
May 5, 1999. File No. 1-7159.
(10)(a) Employment Agreement dated June 12, 1972 between Florida
Rock Industries, Inc. and Charles J. Shepherdson, Sr.
and form of Addendum thereto, incorporated by reference
to an exhibit previously filed with Form S-1 dated June
29, 1972. File No. 2-44839
(10)(b) Addendums dated April 3, 1974 and November 18, 1975 to
Employment Agreement dated June 12, 1972 between Florida
Rock Industries, Inc., and Charles J. Shepherdson, Sr.,
incorporate by reference to an exhibit previously filed
with Form 10-K for the fiscal year ended September 30,
1975. File No. 1-7159.
(10)(c) Amended Medical Reimbursement Plan of Florida Rock
Industries, Inc., effective May 24, 1976, incorporated
by reference to an exhibit previously filed with Form
10-K for the fiscal year ended September 30, 1980.
File No. 1-7159.
(10)(d) Amendment No. 1 to Amended Medical Reimbursement Plan of
Florida Rock Industries, Inc. effective July 16, 1976,
incorporated by reference to an exhibit previously filed
with Form 10-K for the fiscal year ended September 30,
1980. File No. 1-7159
(10)(e) Tax Service Reimbursement Plan of Florida Rock
Industries, Inc. effective October 1, 1976, incorporated
by reference to an exhibit previously filed with Form
10-K for the fiscal year ended September 30, 1980.
File No. 1-7159.
(10)(f) Amendment No. 1 to Tax Service Reimbursement Plan of
Florida Rock Industries, Inc., incorporated by reference
to an exhibit previously filed with Form 10-K for the
fiscal year ended September 30, 1981. File No. 1-7159.
(10)(g) Amendment No. 2 to Tax Service Reimbursement Plan of
Florida Rock Industries, Inc., incorporated by reference
to an exhibit previously filed with Form 10-K for the
fiscal year ended September 30, 1985. File No. 1-7159.
(10)(h) Summary of Management Incentive Compensation Plan as
amended effective October 1, 1992, incorporated by
reference to an exhibit previously filed with Form 10-K
for the fiscal year ended September 30, 1993. File No.
1-7159.
(10)(i) Florida Rock Industries, Inc. Management Security Plan,
incorporated by reference to an exhibit previously filed
with Form 10-K for the fiscal year ended September 30,
1985. File No. 1-7159.
(10)(j) Various mining royalty agreements with Patriot or its
subsidiary, none of which are presently believed to be
material individually, but all of which may be material
in the aggregate, incorporated by reference to exhibits
previously filed with Form 10-K for the fiscal year
ended September 30, 1986. File No. 1-7159.
(10)(k) Florida Rock Industries, Inc. 1991 Stock Option Plan.
Previously filed with Form 10-K for the fiscal year
ended September 30, 1992. And February 1, 1995
Amendment to Florida Rock Industries, Inc. 1991 Stock
Option Plan, incorporated by reference to an appendix
previously filed as appendix to the Company's Proxy
Statement dated December 15, 1994. File No. 1-7159.
(10)(l) Form of Split Dollar Insurance Agreement and Assignment
of Life Insurance Policy as collateral between Florida
Rock Industries, Inc. and each of Edward L. Baker and
John D. Baker II with aggregate face amounts of $5.4
million and $8.0 million, respectively, incorporated by
reference to an exhibit previously filed with Form 10-Q
for the quarter ended December 31, 1996.
(10)(m) Florida Rock Industries, Inc. 1996 Stock Option Plan,
incorporated by reference to an appendix to the
Company's Proxy Statement dated December 18, 1995. File
No. 1-7159.
(10)(n) Florida Rock Industries, Inc. 2000 Stock Option Plan,
incorporated by reference to an exhibit previously filed
with the Proxy Statement dated December 20, 2000. File
No. 1-7159.
(11) Computation of Earnings Per Common Share.
(13) The Company's 2001 Annual Report to Shareholders,
portions of which are incorporated by reference in this
Form 10-K. Those portions of the 2001 Annual Report to
Shareholders which are not incorporated by reference
shall not be deemed to be filed as part of this Form 10-
K.
(21) Subsidiaries of the Company.
(23) Consent of Deloitte & Touche LLP, Independent Certified
Public Accountants, appears on page 17 of this Form 10-
K.
FLORIDA ROCK INDUSTRIES, INC.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
(Item 14(a)(1)and (2))
Page
Consolidated Financial Statements:
Consolidated balance sheets at September 30, 2001 and 2000 11(a)
For the years ended September 30, 2001, 2000 and 1999:
Consolidated statements of income 10(a)
Consolidated statements of shareholders' equity 13(a)
Consolidated statements of cash flows 12(a)
Notes to consolidated financial statements 14-21(a)
Independent Auditors' Report on Financial Statements 22(a)
Selected quarterly financial data (unaudited) 9(a)
Independent Auditors' Consent 18(b)
Independent Auditors' Report on Financial Statements 19(b)
Consolidated Financial Statement Schedules:
II - Valuation and qualifying accounts 20(b)
(a) Refers to the page number in the Company's 2001 Annual Report to
Shareholders. Such information is incorporated by reference in Item 8
of this Form 10-K.
(b) Refers to the page number in this Form 10-K.
All other schedules have been omitted as they are not required under the
related instructions, are inapplicable, or because the information required is
included in the consolidated financial statements.
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Post Effective Amendments
No. 1 to the Registration Statements Nos. 2-68961 and 2-76401 and in
Registration Statements Nos. 33-56430, 33-56428, 33-55128, 33-56322, 33-26775,
33-18873 and 33-47618 of Florida Rock Industries, Inc. on Forms S-8 of our
report dated November 30, 2001, appearing in this Annual Report on Form 10-K
of Florida Rock Industries, Inc. for the year ended September 30, 2001.
DELOITTE & TOUCHE LLP
Jacksonville, Florida
December 19, 2001
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
Florida Rock Industries, Inc.
Jacksonville, Florida
We have audited the consolidated financial statements of Florida Rock
Industries, Inc. and subsidiaries ("FRI") as of September 30, 2001 and 2000,
and for each of the three years in the period ended September 30, 2001, and
have issued our report thereon dated November 30, 2001; such consolidated
financial statements and report are included in your 2001 Annual Report to
Shareholders and are incorporated herein by reference. Our audits also
included the financial statement schedules of FRI, listed in Item 14. These
financial statement schedules are the responsibility of FRI's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedules, 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.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Jacksonville, Florida
November 30, 2001
FLORIDA ROCK INDUSTRIES, INC.
SCHEDULE II (CONSOLIDATED) - VALUATION AND QUALIFYING ACCOUNTS
YEAR ENDED SEPTEMBER 30, 2001, 2000, AND 1999
Additions
Balance at Charged to Charged Balance
Beginning Costs and to Other at End
Description of Year Expenses Accounts Deductions of Year
Year ended
September 30,
2001:
Allowance for
doubtful
accounts $ 1,864,139 1,253,765 1,124,718a 1,993,186
Accrued risk
insurance
reserves $11,396,355 5,013,056 6,912,495b 9,496,916
Accrued
reclamation
costs $ 8,844,176 1,398,723 3,109,503b 7,133,396
Year ended
September 30,
2000:
Allowance for
doubtful
accounts $ 1,524,680 879,672 540,213a 1,864,139
Accrued risk
insurance
reserves $ 9,400,874 5,485,007 3,489,526b 11,396,355
Accrued
reclamation
costs $ 8,696,801 851,021 703,646 b 8,844,176
Year ended
September 30,
1999:
Allowance for
doubtful
accounts $ 1,121,472 532,465 129,257a 1,524,680
Accrued risk
insurance
reserves $ 8,939,490 3,640,515 3,179,131b 9,400,874
Accrued
reclamation
costs $ 7,392,904 1,613,990 310,093b 8,696,801
a) Accounts written off less recoveries
b) Payments