FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-7159
FLORIDA ROCK INDUSTRIES, INC.
(exact name of registrant as specified in its charter)
Florida 59-0573002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
155 East 21st Street, Jacksonville, Florida 32206
(Address of principal executive offices)
(Zip Code)
904/355-1781
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of July 26, 2002: 28,561,448 shares of $.10 par value
common stock.
FLORIDA ROCK INDUSTRIES, INC.
FORM 10-Q
QUARTER ENDED JUNE 30, 2002
CONTENTS
Page No.
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Income 2
Condensed Consolidated Statements of Cash Flows 3
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis 7
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
Part II. Other Information
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
Exhibit 11. Computation of Earnings Per Common Share 18
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FLORIDA ROCK INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
June 30, September 30,
2002 2001
ASSETS
Current assets:
Cash and cash equivalents $ 6,196 29,108
Accounts and notes receivable, less
allowance for doubtful accounts of
$2,202 ($1,993 at September 30, 2001) 87,415 90,491
Inventories 30,088 30,698
Prepaid expenses and other 6,009 5,961
Total current assets 129,708 156,258
Other assets 56,841 35,040
Goodwill, at cost less accumulated amortization
of $8,590($8,590 at September 30,2001) 55,102 54,672
Property, plant and equipment, at cost:
Land 167,574 160,899
Plant and equipment 755,477 739,495
Construction in process 16,910 18,521
939,961 918,915
Less accumulated depreciation,
depletion and amortization 448,347 409,765
Net property, plant and equipment 491,614 509,150
$ 733,265 755,120
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term notes payable to banks $ - -
Accounts payable 37,291 42,583
Dividends payable 2,859 2,406
Federal and state income taxes 1,651 -
Accrued payroll and benefits 16,869 17,213
Accrued insurance reserve 5,286 2,678
Accrued liabilities, other 7,570 12,245
Long-term debt due within one year 2,053 9,145
Total current liabilities 73,579 86,270
Long-term debt 80,313 138,456
Deferred income taxes 56,132 55,298
Accrued employee benefits 17,068 16,788
Long-term accrued insurance reserves 8,157 7,258
Other accrued liabilities 5,832 4,852
Shareholders' equity:
Preferred stock, no par value; 10,000,000
shares authorized, none issued - -
Common stock, $.10 par value; 50,000,000
shares authorized, 28,561,448 shares issued 2,856 2,846
(28,461,927 shares at September 30, 2001)
Capital in excess of par value 15,560 15,274
Retained earnings 473,768 433,531
Less cost of treasury stock,
(223,902 shares at September
30, 2001) - (5,453)
Total shareholders' equity 492,184 446,198
$ 733,265 755,120
See accompanying notes.
FLORIDA ROCK INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
June 30, June 30,
2002 2001 2002 2001
Net sales $185,717 189,528 526,866 515,200
Freight revenues 4,086 4,942 12,227 12,828
Total sales 189,803 194,470 539,093 528,028
Cost of sales 137,400 139,984 396,868 389,644
Freight expense 4,086 4,942 12,227 12,828
Total cost of sales 141,486 144,926 409,095 402,472
Gross profit 48,317 49,544 129,998 125,556
Selling, general and administrative 18,335 18,931 55,433 55,591
Operating profit 29,982 30,613 74,565 69,965
Interest expense (801) (2,340) (3,131) (7,899)
Interest income 247 133 778 168
Other income (expense), net 441 849 1,734 3,202
Income before income taxes 29,869 29,255 73,946 65,436
Provision for income taxes 10,514 10,298 26,029 23,034
Net income $ 19,355 18,957 47,917 42,402
Earnings per share:
Basic $ .67 .67 1.69 1.52
Diluted $ .66 .66 1.66 1.49
Cash dividends per common share $ .10 .083 .27 .25
Weighted average shares used
in computing earnings per share:
Basic 28,808 28,049 28,363 27,938
Diluted 29,323 28,651 28,939 28,548
See accompanying notes.
FLORIDA ROCK INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JUNE 30, 2002 AND 2001
(In thousands)
(Unaudited)
2002 2001
Cash flows from operating activities:
Net income $47,917 42,402
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation, depletion and amortization 49,189 46,404
Net changes in operating assets and
liabilities:
Accounts receivable 3,558 (7,966)
Inventories 612 1,619
Prepaid expenses and other (158) (996)
Accounts payable and accrued liabilities (3,893) (4,108)
Increase in deferred income taxes 944 5,733
Gain on disposition of property, plant and
equipment (1,960) (3,674)
Other, net 311 1,141
Net cash provided by operating activities 96,520 80,555
Cash flows from investing activities:
Purchase of property, plant and equipment (31,799) (56,820)
Proceeds from the sale of property, plant and
equipment 3,333 6,374
Additions to other assets (24,539) (6,480)
Additions to notes receivable (150) (1,000)
Collections of notes receivable 434 112
Net cash used in investing activities (52,721) (57,814)
Cash flows from financing activities:
Proceeds from long-term debt 2,464 10,786
Net increase short-term debt - 4,100
Repayment of long-term debt (67,698) (35,221)
Exercise of employee stock options 5,753 6,012
Repurchase of Company stock (4) (1,215)
Payment of dividends (7,226) (6,973)
Net cash used in financing activities (66,711) (22,511)
Net increase (decrease) in cash and cash equivalents (22,912) 230
Cash and cash equivalents at beginning of year 29,108 3,372
Cash and cash equivalents at end of period $ 6,196 $ 3,602
See accompanying notes.
FLORIDA ROCK INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30,2002
(Unaudited)
(1) Basis of Presentation
The accompanying consolidated condensed financial statements include the
accounts of the Company and its more than 50% owned subsidiaries. These
statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and the instructions to Form 10-Q and do not include all the
information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation
of the results for the interim period have been included. Operating
results for the three and nine months ended June 30, 2002, are not
necessarily indicative of the results that may be expected for the fiscal
year ended September 30, 2002. The accompanying consolidated condensed
financial statements and the information included under the heading
"Management's Discussion and Analysis" should be read in conjunction with
the consolidated financial statements and related notes of Florida Rock
Industries, Inc. for the year ended September 30, 2001.
On August 1, 2001, the Board of Directors approved a 3 for 2 common stock
split. Shareholders of record as of August 15, 2001, received one
additional share for each two shares held. The stock split was effected
in the form of a stock dividend, which was paid in newly issued common
stock on August 31, 2001. All share and per share amounts for all prior
periods have been restated to reflect the stock split.
The Emerging Issues Task Force Issue No. 00-10, "Accounting for Shipping
and Handling Fees and Costs" (EITF 00-10) requires amounts billed
customers for delivery costs to be classified as a component of total
revenues and the related delivery costs to be classified as either a
component of total cost of sales or separately reported within the
Statement of Income. As of September 30, 2001, the Company adopted EITF
00-10 effective October 1, 2000 and accordingly restated total revenues
and cost of sales by $4,942,000 for the three months ended June 30, 2001
and $12,828,000 for the nine months ended June 30, 2001. Gross profit,
earnings before income taxes, net earnings and the related per share
amounts were not affected.
(2) Inventories
Inventories consisted of the following (in thousands):
June 30, September 30,
2002 2001
Finished products $ 20,871 20,559
Raw materials 4,148 5,305
Work in progress 520 1,067
Parts and supplies 4,549 3,767
$ 30,088 30,698
(3) Goodwill
In July 2001, the FASB issued two statements, Statement No. 141,
"Business Combinations," (SFAS 141) and Statement No. 142, "Goodwill and
Other Intangible Assets" (SFAS 142). The two statements modify the
method of accounting for business combinations entered into after June
30, 2001 and address the accounting for intangible assets.
The Company adopted SFAS 142 effective October 1, 2001. As a result,
goodwill is no longer amortized, but reviewed for impairment annually, or
more frequently if certain indicators arise. The Company completed the
initial step of a transitional impairment test and is required to
complete the final step of the transitional impairment test by the end of
fiscal 2002. The initial step of the transitional impairment test
resulted in no impairment loss. Had the Company been accounting for
goodwill under SFAS 142 for all periods presented, the Company's net
income and earnings per share would have been as follows (in thousands
except per share amounts):
Three Months Ended Nine Months Ended
June 30, June 30,
2002 2001 2002 2001
Reported net income $ 19,355 18,957 47,917 42,402
Add back goodwill
amortization, net of tax - 315 - 953
Pro forma adjusted net income $ 19,355 19,272 47,917 43,355
Basic earnings per share:
Reported net income $ .67 .67 1.69 1.52
Goodwill amortization, net tax - .01 - .03
Pro forma basic earnings
per share $ .67 .68 1.69 1.55
Diluted earnings per share:
Reported net income $ .66 .66 1.66 1.49
Goodwill amortization net of tax - .01 - .03
Pro forma diluted earnings
per share $ .66 .67 1.66 1.52
(4) Acquisition
On September 24, 2001, the Company acquired all of the equity interests
of American Materials Technology, LLC for approximately $24.3 million.
This acquisition was accounted for under the purchase method of
accounting in accordance with SFAS 141. The purchase price was
allocated to the acquired assets and liabilities assumed based on
estimated fair market values. The excess of the purchase price over the
fair market value of the assets acquired and liabilities assumed amounted
to $6,885,000.
Pro forma results of this acquisition assuming it was consummated at the
beginning of fiscal 2001 would not be materially different from the
results reported.
(5) Other Income
During the first quarter of fiscal 2002, the Company sold land and
recognized a pre-tax gain of $530,000, which is included in other income
for the nine months ended June 2002. During the second quarter of fiscal
2001, the Company sold land and recognized a pre-tax gain of $2,014,000
that is included in other income for nine months ended June 30, 2001.
(6) Business Segments
The Company has identified three business segments, each of which is
managed separately along product lines. All of the Company's operations
are in the Southeastern and Mid-Atlantic States. The Aggregates segment
mines, processes and sells construction aggregates. The Concrete
products segment produces and sells ready-mix concrete and other concrete
products. The Cement and Calcium products segment produces and sells
cement and calcium products to customers in Florida, Georgia and
Maryland.
Operating results and certain other financial data for the Company's
business segments are as follows (in thousands):
Three Months Ended Nine Months Ended
June 30, June 30,
2002 2001 2002 2001
Net sales, excluding
freight
Aggregates $ 66,846 62,782 182,614 169,876
Concrete products 125,870 132,443 365,199 365,281
Cement and calcium 14,320 14,356 38,581 38,222
Intersegment sales (21,319) (20,053) (59,528) (58,179)
Total net sales,
excluding freight $185,717 189,528 526,866 515,200
Operating profit(a)
Aggregates $ 17,053 16,015 39,609 38,215
Concrete products 12,162 15,228 34,111 34,512
Cement and calcium 3,662 4,056 8,465 10,390
Corporate overhead (2,895) (4,686) (7,620) (13,152)
Total operating $ 29,982 30,613 74,565 69,965
Profit
Identifiable assets, at quarter end
Aggregates $330,430 309,458
Concrete products 211,917 227,626
Cement and calcium 117,782 121,551
Unallocated corporate assets 51,592 34,532
Cash items 6,196 3,603
Investments in affiliates 15,348 14,809
Total identifiable assets $733,265 711,579
(a) During fiscal 2002, the Company increased its allocation of
corporate overhead to the business segments. The increase in
each quarter to aggregates was $692,000, to concrete products was
$748,000 and to cement and calcium was $17,000.
(7) Supplemental Disclosures of Cash Flow Information
Cash paid during the nine months ended June 30, 2002 and 2001 for
certain expense items are (in thousands):
2002 2001
Interest expense, net of
amount capitalized $ 5,238 6,966
Income taxes $16,412 15,585
The following schedule summarizes non-cash investing and
financing activities for the nine months ended June 30,
2002 and 2001 (in thousands):
2002 2001
Additions to property, plant
and equipment from:
Exchanges $ 28 83
Issuance of debt - 121
Using escrow cash included
in other assets $ - 2,605
(8) Contingent Liabilities
The Company and its subsidiaries are involved in litigation on a
number of matters and are subject to certain claims which arise
in the normal course of business, none of which, in the opinion
of management, are expected to have a materially adverse effect
on the Company's consolidated financial statements.
The Company has retained certain self-insurance risks with
respect to losses for third-party liability and property damage.
(9) Subsequent events
Subsequent to June 30, 2002, the Company has closed the first
installment of the sale of its Naples, Florida, quarry to U. S.
Home Corporation, a subsidiary of Lennar Corporation in the
amount of $2,500,000. This installment approximates one-tenth of
the property, with the purchaser having the option to acquire the
remaining acreage in as many as nine more annual installments for
the remaining purchase price total of $22,500,000, which amount
will increase from June 30, 2002, at the rate of 6% per annum
until paid. If the purchaser does not exercise its options, the
contract contains liquidated damages secured by a letter of
credit of $3,500,000, which reduces ratably after the third
option. The Company's basis in the total property is
approximately $8,000,000. The recognized pre-tax gain on this
first installment will be approximately $1,700,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Operating Results
The Company's operations are influenced by a number of external and
internal factors. External factors include weather, competition,
levels of construction activity in the Company's markets, the cost and
availability of money, appropriations and construction contract
lettings by federal and state governments, fuel costs, transportation
costs, driver availability, labor costs and inflation. Internal
factors include sales mix, plant location, quality and quantities of
aggregates reserves, capacity utilization and other operating factors.
Financial results of the Company for any individual quarter are not
necessarily indicative of results to be expected for the year, due
primarily to the effect that weather has on the Company's sales and
production volume. Normally, the highest sales and earnings of the
Company are attained in the Company's third and fourth quarters and
the lowest sales and earnings are attained in the Company's first and
second quarters. In addition, quarterly results will be affected by
planned maintenance at the cement plant. The Company expenses
maintenance costs at the cement plant, which can be significant, when
incurred. For planned maintenance at the cement plant the Company
expensed $1,520,000 in the first quarter of fiscal 2002, $1,152,000 in
the third quarter of fiscal 2002 and $620,000 in the third quarter of
fiscal 2001. The plant was shut down for planned maintenance for
four weeks in the first quarter of fiscal 2002, eight days in the
third quarter of fiscal 2002 and ten days in the third quarter of
fiscal 2001.
For the third quarter of fiscal 2002, ended June 30, 2002,
consolidated net sales excluding freight decreased 2.0% to
$185,717,000 from $189,528,000 in the same quarter last year. The
decrease in sales for the third quarter was due to decreased concrete
and cement volumes. These decreases were partially offset by
increased volumes of aggregates and calcium products. Concrete
volumes declined as non-residential construction softened and June
rains slowed central and southern Florida operations. Cement volumes
were down due to the shutdown for planned maintenance and the lessened
demand due to the dampened Florida markets.
For the nine months of fiscal 2002, consolidated net sales, excluding
freight increased 2.3% to $526,866,000 from $515,200,000 last year.
The increase in sales was primarily attributable to increased sales
prices and an increase in aggregate and calcium volumes. Volumes for
concrete products were below last year's levels while cement volumes
were lower than last year due to the shutdown of the cement plant for
four weeks during the first quarter of this year, eight days in the
third quarter of this year and ten days in the third quarter of last
year. The decline in concrete volumes was primarily in the third
quarter of this year.
For the contribution made to net sales from each business segment, see
Note 6 to the Condensed Consolidated Financial Statements.
EBITDA (earnings before interest, taxes, depreciation, depletion and
amortization) for the third quarter of fiscal 2002 was $47,534,000 as
compared to $47,583,000 for the same quarter last year and for the
nine months was $126,266,000 as compared to $119,739,000 last year.
EBITDA is a widely used key indicator of cash generation capacity of
construction materials companies.
The following chart reconciles net income as reported under accounting
principles generally accepted in the United States to EBITDA:
Three Months Ended Nine Months Ended
June 30, June 30,
2002 2001 2002 2001
Net income $ 19,355 18,957 47,917 42,402
Income taxes 10,514 10,298 26,029 23,034
Interest expense 801 2,340 3,131 7,899
Depreciation, depletion
and amortization 16,864 15,988 49,189 46,404
EBITDA $ 47,534 47,583 126,266 119,739
Gross profit for the third quarter decreased 2.5% to $48,317,000 from
$49,544,000 for the same quarter last year. Gross profit margin for
the third quarter remained stable at 26.0% as compared to 26.1% last
year. Aggregates gross profit improved but was offset by a decrease
in cement and concrete. The decrease in cement and concrete was due
to lower volumes during the quarter. The improvement in aggregates
was due to higher sales prices, lower fuel costs and improved gross
profit at established quarries. Gross profit was adversely affected
by the planned maintenance at the cement plant for which the Company
recorded expenses of $1,152,000 as compared to $620,000 for the same
quarter last year. In addition, gross profit was adversely affected
in the third quarter by additional risk insurance expense of $360,000
due to a decrease in the interest rate used to compute the risk
insurance reserves.
For the nine months of 2002, gross profit increased 3.5% to
$129,998,000 from $125,556,000 last year. The increase in gross
profit was primarily attributable to higher sales prices and volumes
of the aggregates segment, higher sales prices of concrete products
partially offset by reduced gross profit of the cement and calcium
segment due to planned maintenance at the cement plant during the
first quarter and lower volumes of concrete and cement in the third
quarter. For the nine months of 2002, gross margin increased to 24.7%
from 24.4% last year primarily due to higher sales levels and a
reduction in fuel costs as compared to last year.
Selling, general and administrative expenses for the third quarter
decreased to $18,335,000 from $18,931,000 last year constituting 9.9%
of net sales as opposed to 10.0% last year. The decrease for the
third quarter is due to no goodwill amortization, reduced legal fees,
lower profit sharing expense (which is linked to profitability) and
reduced bad debt expense partially offset by higher depreciation
expense and group health insurance. For the nine months of 2002
selling, general and administrative decreased to $55,433,000 from
$55,591,000 last year constituting 10.5% of net sales as compared to
10.8% last year. The decrease for the nine months was primarily
attributable to reduced legal fees, no goodwill amortization expense
and reduced bad debt expense substantially offset by higher profit
sharing expense (which is linked to profitability), increased group
health insurance and higher depreciation expense.
Interest expense for the third quarter decreased to $801,000 from
$2,340,000 for the same quarter last year and for the nine months of
2002 decreased to $3,131,000 from $7,899,000 for the same period last
year. This substantial decline is attributable to the elective
application to use cash flows to reduce debt outstanding under its
revolver as well as a decrease in the average interest rate.
Interest income for the third quarter increased to $247,000 as
compared to $133,000 for the same quarter last year and for the nine
months of 2002 increased to $778,000 as compared to $168,000 for the
same period last year. To reduce the interest rate on borrowed
funds, the Company committed not to repay a portion of its revolving
credit facility for a fixed period. This resulted in an increase in
interest income as the Company invested funds, rather than reducing
borrowings under the revolving credit facility.
Included in other income for the nine months of fiscal 2002 is a gain
of $530,000 recognized from sales of real estate during the first
quarter of fiscal 2002. For the nine months of fiscal 2001, other
income included a gain on the sale of real estate of $2,014,000.
Also included in other income is the Company's equity in operating
results of the 50% owned joint ventures. The equity in these ventures
was a gain of $144,000 for the third quarter of 2002 as compared to a
loss of $145,000 for the comparable period last year. For the nine
months ended June 30, 2002 and 2001 the equity in these ventures was a
loss of $233,000 and $661,000 respectively. The losses for the three
months of fiscal 2001 and nine months of fiscal 2001 and 2002 were
attributable to startup of these ventures.
Income tax expense increased $216,000 for third quarter of fiscal 2002
and increased $2,995,000 for nine months of fiscal 2002. These
increases were due to higher income before taxes. The effective tax
rate is 35.2% for all periods.
Liquidity and Capital Resources. For the first nine months of fiscal
2002, cash provided by operating activities of $96,520,000, exercise
of stock options of $5,753,000 and proceeds from sale of property,
plant and equipment of $3,333,000 funded the repayment of $60,000,000
of the long-term revolving credit facility; repayment of other debt of
$7,698,000, payment of insurance policy loans of $18,771,000,
purchases of property, plant and equipment of $31,799,000 and payment
of dividends of $7,226,000. The payment of the policy loans
increased other assets since the loans were netted against the cash
surrender value of the policies.
For the first nine months of fiscal 2001, cash provided by operating
activities of $80,555,000 and proceeds from loan borrowings of
$14,886,000 were used to reduce long-term debt by $42,194,000,
purchase property, plant and equipment of $56,820,000 and pay
dividends of $6,973,000.
Based on current expectations, management believes that its internally
generated cash flow for the fourth quarter will be sufficient to
continue to repay a portion of the $40,000,000 outstanding under its
long-term revolver or to be used for other investing and financing
activities. As of June 30, 2002 the Company had $160,000,000 of
long-term credit availability and $34,000,000 of availability under
overnight lines of credit. In addition, the Company could re-borrow
under insurance policies approximately $19,000,000.
While the Company is affected by environmental regulations, such
regulations are not expected to have a major effect on the Company's
capital expenditures or operating results. Additional information
concerning environmental matters is presented in Part II, Item 1
"Legal Proceedings" in this Form 10-Q and such information is
incorporated herein by reference.
Outlook. Looking forward, the Company expects continuing strength in
its residential housing market sectors as well as in its highway
construction markets in Florida and Georgia. Softness in non-
residential construction is expected to remain in the coming months.
The Company has no planned maintenance or shutdowns scheduled at its
cement plant until later part of the first quarter of fiscal 2003.
The current volatility in the U.S. Capital markets current poses a
threat to the overall U.S. economic outlook. While the Company is
comfortable that its financial condition provides it the strength to
weather this short-term volatility, if these volatile conditions
continue into the longer term, demand for the Company's products and
consequently cash flow from operations will be negatively affected.
Forward-Looking Statements. Certain matters discussed in this report
contain forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially
from those indicated by such forward-looking statements. These
forward-looking statements relate to, among other things, capital
expenditures, liquidity, capital resources and competition and may be
indicated by words or phrases such as "anticipate," "estimate,"
"plans," "project," "continuing," "ongoing," "expects," "management
believes," "the Company believes," "the Company intends" and similar
words or phrases. The following factors are among the principal
factors that could cause actual results to differ materially from
the forward-looking statements: availability and terms of financing;
the weather; competition; levels of construction activity in the
Company's markets; cement shipments; fuel costs; transportation costs;
inflation; quality and quantities of the Company's aggregates
reserves; residential and nonresidential construction; public spending
for highways and infrastructure; governmental regulations and
management's ability to determine appropriate sales mix, plant
location and capacity utilization.
However, this list is not a complete statement of all potential risks
or uncertainties. These forward-looking statements are made as of
the date hereof based on management's current expectations and the
Company does not undertake an obligation to update such statements,
whether as a result of new information, future events or otherwise.
Additional information regarding these and other risks factors may be
found in the Company's other filings made from time to time with the
Securities and Exchange Commission.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There are no material changes to the disclosures made in Form 10-K for
the fiscal year ended September 30, 2001 on this matter.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
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 the Company, 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. The Company including its
subsidiaries is 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 8 to the Consolidated Condensed Financial Statements included in
this Form 10-Q is incorporated by reference.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The response to this item is submitted as a separate
section entitled "Exhibit Index" starting on page 13 of this Form
10-Q.
(b) Reports on Form 8-K. During the three months ended June 30,
2002, the Company did not file any reports on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
July 31, 2002 FLORIDA ROCK INDUSTRIES, INC.
JOHN D. BAKER, II
John D. Baker, II
President and Chief Executive
Officer
JOHN D. MILTON, JR.
John D. Milton, Jr.
Executive Vice President,
Treasurer and Chief Financial
Officer
WALLACE A PATZKE, JR.
Wallace A. Patzke, Jr.
Vice President, Controller
and Chief Accounting Officer
CERTIFICATION UNDER SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each
of the undersigned certifies that this periodic report fully
complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in
this periodic report fairly presents, in all material respects,
the financial condition and results of operations of Florida Rock
Industries, Inc.
JOHN D. BAKER, II
John D. Baker, II
President and Chief Executive
Officer
JOHN D. MILTON,JR.
John D. Milton, Jr.
Executive Vice President,
Treasurer and Chief Financial
Officer
WALLACE A PATZKE, JR.
Wallace A. Patzke, Jr.
Vice President, Controller
and Chief Accounting Officer
FLORIDA ROCK INDUSTRIES, INC.
FORM 10-Q FOR THE QUARTER ENDED JUNE, 2002
EXHIBIT INDEX
(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-Q for the quarter
ended September 30, 1993. File No. 1-7159.
(3)(a)(3) Amendments to the Articles of Incorporation of
Florida Rock Industries, Inc. filed with the
Secretary of the State of Florida on February 7,
1995, 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 5, 1999.
A form of such amendment was previously filed
as Exhibit 4 to the Company 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.
(3)(b)(4) Amendment to the Bylaws of Florida Rock
Industries, Inc. adopted December 5, 2001.
incorporated by reference to an exhibit
previously filed with Form 10-Q for the quarter
ended December 31, 2001. 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, of the Articles of Incorporation of
Florida Rock Industries, Inc. 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 Agreements, 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., incorporated by
reference to an exhibit previously filed with
Form 10-K for 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.
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
Transportation Holding, Inc. 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. File No. 1-7159.
(10)(m) Florida Rock Industries, Inc. 1996 Stock
Option Plan. Previously filed as appendix to
the Company's Proxy Statement dated December
18, 1995. File No. 1-7159.
(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.
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