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, 2003
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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of The Exchange Act). Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of August 1, 2003: 28,683,565 shares of $.10 par value common
stock.
FLORIDA ROCK INDUSTRIES, INC.
FORM 10-Q
QUARTER ENDED JUNE 30, 2003
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 of Financial 11
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk 20
Item 4. Controls and Procedures 20
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 20
Signatures 22
Exhibit 11. Computation of Earnings Per Common Share 27
Exhibit 31(a)Certification of John D. Baker, II 28
Exhibit 31(b)Certification of John D. Milton, Jr. 29
Exhibit 31(c)Certification of Wallace A. Patzke, Jr. 30
Exhibit 32. Certification under Section 906 of Sarbanes-Oxley Act 31
of 2002
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,
2003 2002
ASSETS
Current assets:
Cash and cash equivalents $ 39,958 3,845
Accounts and notes receivable, less
allowance for doubtful accounts of
$2,256 ($1,694 at September 30, 2002) 91,078 82,919
Inventories 32,705 31,571
Prepaid expenses and other 10,403 8,252
Total current assets 174,144 126,587
Other assets 64,794 61,326
Goodwill, at cost less accumulated amortization
of $8,590 54,702 54,702
Property, plant and equipment, at cost:
Land 171,985 168,512
Plant and equipment 776,048 764,653
Construction in process 8,199 10,860
956,232 944,025
Less accumulated depreciation,
depletion and amortization 476,643 453,291
Net property, plant and equipment 479,589 490,734
$ 773,229 733,349
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term notes payable to banks $ - 6,900
Accounts payable 34,732 42,521
Dividends payable 2,870 2,861
Federal and state income taxes 7,843 2,557
Accrued payroll and benefits 17,095 18,060
Accrued insurance reserve 6,571 3,331
Accrued liabilities, other 9,920 10,564
Long-term debt due within one year 518 387
Total current liabilities 79,549 87,181
Long-term debt 44,013 43,695
Deferred income taxes 62,287 62,430
Accrued employee benefits 17,777 17,026
Long-term accrued insurance reserves 8,281 8,281
Other accrued liabilities 4,873 4,089
Shareholders' equity:
Preferred stock, no par value; 10,000,000
shares authorized, none issued - -
Common stock, $.10 par value; 50,000,000
shares authorized, 28,676,975 shares issued
(28,578,383 shares at September 30, 2002) 2,868 2,858
Capital in excess of par value 18,292 15,902
Retained earnings 535,289 491,887
Total shareholders' equity 556,449 510,647
$ 773,229 733,349
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,
2003 2002 2003 2002
Net sales $193,049 185,717 514,157 526,866
Freight revenues 5,064 4,086 11,817 12,227
Total sales 198,113 189,803 525,974 539,093
Cost of sales 138,299 137,400 381,741 396,868
Freight expense 4,885 4,086 11,647 12,227
Total cost of sales 142,884 141,486 393,388 409,095
Gross profit 54,929 48,317 132,586 129,998
Selling, general and administrative 20,773 18,335 57,344 55,433
Loss (Gain) on sale of real estate 39 - (2,409) (530)
Operating profit 34,117 29,982 77,651 75,095
Interest expense (402) (801) (1,314) (3,131)
Interest income 519 247 1,572 778
Other income (expense), net 1,216 441 1,824 1,204
Income before income taxes 35,450 29,869 79,733 73,946
Provision for income taxes 12,479 10,514 28,066 26,029
Income before cumulative effect of
accounting change 22,971 19,355 51,667 47,917
Cumulative effect of accounting
change, net of income taxes of $181 - - 333 -
Net income $ 22,971 19,355 52,000 47,917
Earnings per share:
Basic
Income before cumulative effect
of accounting change $ .80 .68 1.81 1.69
Cumulative effect of accounting
change - - .01 ___-
Net income $ .80 .68 1.82 1.69
Diluted
Income before cumulative effect of
accounting change $ .79 .67 1.78 1.66
Cumulative effect of accounting
change - - .01 __ _-
Net income $ .79 .67 1.79 1.66
Cash dividends per common share $ .10 .10 .30 .27
Weighted average shares used
in computing earnings per share:
Basic 28,642 28,492 28,610 28,363
Diluted 29,114 29,007 29,057 28,939
See accompanying notes.
FLORIDA ROCK INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JUNE 30, 2003 AND 2002
(In thousands)
(Unaudited)
2003 2002
Cash flows from operating activities:
Net income $52,000 47,917
Cumulative effect of accounting change (333) -
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation, depletion and amortization 47,553 49,189
Gain on disposition of property, plant and
equipment (3,682) (1,960)
Net changes in operating assets and
liabilities:
Accounts receivable (8,665) 3,558
Inventories (1,136) 612
Prepaid expenses and other (2,430) (158)
Accounts payable and accrued liabilities (894) (3,893)
Deferred income taxes 137 944
Other, net 539 311
Net cash provided by operating activities 83,089 96,520
Cash flows from investing activities:
Purchases of property, plant and equipment (35,258) (31,799)
Proceeds from the sale of property, plant and
equipment 4,704 3,333
Additions to other assets (4,305) (24,539)
Additions to notes receivable - (150)
Collections of notes receivable 522 434
Net cash used in investing activities (34,337) (52,721)
Cash flows from financing activities:
Proceeds from long-term debt 808 2,464
Decrease in short-term debt (6,900) -
Repayment of long-term debt (359) (67,698)
Exercise of employee stock options 2,400 5,753
Repurchase of Company stock - (4)
Payment of dividends (8,588) (7,226)
Net cash used in financing activities (12,639) (66,711)
Net increase (decrease) in cash and cash equivalents 36,113 (22,912)
Cash and cash equivalents at beginning of year 3,845 29,108
Cash and cash equivalents at end of period $39,958 $ 6,196
See accompanying notes.
FLORIDA ROCK INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30,2003
(Unaudited)
(1) Basis of Presentation
The accompanying condensed consolidated financial statements
include the accounts of Florida Rock Industries, Inc. and its
more than 50% owned subsidiaries (collectively, the
"Company"). 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, 2003, are not
necessarily indicative of the results that may be expected for
the fiscal year ended September 30, 2003. The accompanying
condensed consolidated 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,
2002. Certain amounts have been reclassified for
presentation adopted in fiscal 2003.
(2) Change in Accounting Principle
Effective October 1, 2002, the Company adopted SFAS No. 143,
"Accounting for Asset Retirement Obligations." The statement
applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition,
construction, development and (or) normal use of the asset.
Statement No. 143 requires that the fair value of a liability
for an asset retirement obligation be recognized in the period
in which it is incurred if a reasonable estimate of fair value
can be made. The fair value of the liability is added to the
carrying amount of the associated asset and this additional
carrying amount is depreciated over the life of the asset.
The liability is accreted at the end of each period through
charges to operating expenses. If the obligation is settled
for other than the carrying amount of the liability, a gain or
loss will be recognized on settlement.
All legal obligations for asset retirement obligations were
identified and the fair value of these obligations were
determined as of October 1, 2002. Previously, the Company
accrued for such costs on the units of production basis over
the estimated reserves. Upon the adoption of the new
standard, the Company recorded the current fair value of its
expected cost of reclamation. The cumulative effect of the
change on prior years resulted in income recognized in the
first quarter and first nine months of fiscal 2003 of $514,000
before income taxes and $333,000 after income taxes.
The Company cannot reasonably estimate the fair value of the
asset retirement obligation related to substantially all of
its concrete products segment and all of the cement segment
since the Company is unable to estimate the date the
obligation would be incurred or the cost of the obligation.
For the aggregates segment, an asset retirement obligation was
provided where the Company has a legal obligation to reclaim
the mining site.
The analysis of asset retirement obligation for the nine
months ended June 30, 2003 is as follows:
Initial liability on adoption of
the new standard $8,385
Accretion of expenses 281
Additional liabilities 199
Payment of obligations (443)
Balance at end of period $8,422
If the provisions of Statement 143 had been adopted effective
October 1, 2001 earnings before income taxes and net income
would have increased by $7,000 and $5,000, respectively, for
the three months ended June 30, 2002 and increased $27,000 and
$18,000, respectively, for the nine months ended June 30,
2002.
(3) New Accounting Pronouncements
In August 2001, the FASB issued SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets". This
statement supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of". SFAS No. 144, which retains the fundamental
provisions of SFAS No. 121 for (a) recognition and measurement
of the impairment of long-lived assets to be held and used and
(b) measurement of long-lived assets to be disposed of by
sales, was adopted effective October 1, 2002 and had no impact
on the Company. The statement changes the earnings statement
classification of gains(losses) on sale of real estate to a
component of operating profit rather than other income.
In June 2002, the FASB issued SFAS No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities." This
statement nullifies Emerging Issues Task Force (EITF) issue
No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." This
statement requires that a liability for a cost associated with
an exit or disposal activity be recognized when the liability
is incurred rather than the date of an entity's commitment to
an exit plan. The Company implemented SFAS No. 146 on
January 1, 2003. The adoption of this statement did not have
an impact on the consolidated financial position or results of
operations of the Company.
Financial Accounting Standards Board Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of
Others" ("FIN 45"), requires the guarantor to recognize a
liability for the fair value of the obligation at the
inception of the guarantee. The disclosure requirements of
FIN 45 have been incorporated into these Notes to Condensed
Consolidated Financial Statements, while the recognition
provisions will be applied to guarantees issued after December
31, 2002.
FIN 46, "Consolidation of Variable Interest Entities",
clarified the application of Accounting Research Bulletin No.
51, "Consolidated Financial Statements", to certain entities
in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities
without additional subordinated financial support from other
parties. FIN 46 is applicable immediately for variable
interest entities created after January 31, 2003. For
variable interest entities created prior to January 31, 2003,
the provisions of FIN 46 are applicable no later than July 1,
2003. This Interpretation will not have an effect on the
Consolidated Financial Statements.
In December 2002, the FASB issued SFAS No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure".
SFAS 148 amends SFAS No. 123, "Accounting for Stock-Based
Compensation", and provides alternative methods of transition
for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. SFAS 148
also amends the disclosure requirements of SFAS 123 to require
prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based
employee compensation and the effect of the method used on
reported results. The Company has adopted the amendments to
SFAS 123 disclosure provisions required under SFAS 148, but
will continue to use intrinsic value method under APB 25 to
account for stock-based compensation. As such, the adoption
of this statement has not had a significant impact on the
Company's financial position, results of operations or cash
flows.
In May 2003, the FASB issued SFAS No. 150 "Accounting for
Certain Financial Instruments with Characteristics of Both
Liability and Equity". SFAS 150 provides that certain
financial instruments with characteristics of both liability
and equity to be classified as a liability. The statement is
effective July 1, 2003 for existing financial instruments and
May 31, 2003 for new or modified financial instruments. The
Company does not have financial instruments that qualify under
this statement.
(4) Stock Option Plan
The Company accounts for stock options under the intrinsic
value method of APB Opinion No. 25. The Company has not
incurred any compensation cost using the intrinsic value
method for employee stock options. If the fair value based
method had been used the following table summarizes the
proforma effect:
Three Months Ended Nine Months Ended
June 30, June 30,
2003 2002 2003 2002
Reported net income $22,971 19,355 52,000 47,917
Compensation cost
determined under fair
value based method, net
of income taxes (419) (345) (1,168) (1,162)
Proforma net income $22,552 19,010 50,832 46,755
Basic earnings per share:
Reported net income $ .80 .68 1.82 1.69
Compensation cost, net
of income taxes (.01) (.01) (.04) (.04)
Proforma $ .79 .67 1.78 1.65
Diluted earnings per share:
Reported net income $ .79 .67 1.79 1.66
Compensation cost, net
of income taxes (.01) (.01) (.04) (.04)
Proforma $ .78 .66 1.75 1.62
(5) Inventories
Inventories consisted of the following (in thousands):
June 30, September 30,
2003 2002
Finished products $ 22,020 21,473
Raw materials 4,387 4,094
Work in progress 1,293 1,450
Parts and supplies 5,005 4,554
$ 32,705 31,571
(6) Gains (Losses)on Sale of Real Estate
During March 2003, the Company sold two parcels of land and
recognized a pre-tax gain of $2,448,000 which is included in
the results of operations for the nine months ended June 30,
2003.
During the first quarter of fiscal 2002, the Company sold land
and recognized a pre-tax gain of $530,000, which is included
in the results of operations for the nine months ended June
30, 2002.
(7) 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 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,
2003 2002 2003 2002
Net sales, excluding
freight
Aggregates $ 69,593 66,846 179,353 182,614
Concrete products 130,833 125,870 354,549 365,199
Cement and calcium 15,221 14,320 44,472 38,581
Intersegment sales (22,598) (21,319) (64,217) (59,528)
Total net sales,
excluding freight $193,049 185,717 514,157 526,866
Operating profit
Aggregates $ 20,682 17,053 46,736 39,609
Concrete products 13,959 12,162 25,537 34,641
Cement and calcium 4,723 3,662 14,048 8,465
Corporate overhead (5,247) (2,895) (8,670) (7,620)
Total operating $ 34,117 29,982 77,651 75,095
Profit
Identifiable assets, at quarter end
Aggregates $ 334,989 330,430
Concrete products 217,980 211,917
Cement and calcium 109,930 117,782
Unallocated corporate
assets 52,831 51,592
Cash items 39,957 6,196
Investments in affiliates 17,542 15,348
Total identifiable assets $ 773,229 733,265
The Company is self-insured for group health costs and
allocates group health expense to the business segments
based on expected costs to be incurred by each business
segment. For 2003 the allocations were exceeding costs
being incurred, and during the third quarter of 2003 the
allocation for fiscal 2003 was revised and the business
segments received a credit for the over allocation. The
credit to aggregates was $365,000, to concrete products was
$935,000 and to cement and calcium was $125,000 whereas
corporate overhead had expense of $1,425,000 due to the
reallocation. Historically, these adjustments were
recorded at year-end.
(8) Supplemental Disclosures of Cash Flow Information
Cash paid during the nine months ended June 30, 2003 and
2002 for certain expense items are as follows (in
thousands):
2003 2002
Interest expense, net of
amount capitalized $ 1,308 5,238
Income taxes $21,764 16,412
The following schedule summarizes non-cash investing and
financing activities for the nine months ended June 30, 2003
and 2002 (in thousands):
2003 2002
Additions to property, plant
and equipment from:
Exchanges $ 773 28
Addition to receivables from selling
property, plant and equipment
for a note $ 20 -
(9) Contingent Liabilities
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. Based in
part on advice of counsel, in the opinion of management,
the outcome is not expected to have a material adverse
effect on the Company's consolidated financial statements.
A lawsuit was filed by three national environmental groups
on August 20, 2002 challenging federal agency decisions to
authorize continued limestone mining in Miami-Dade County,
Florida "Lake Belt." Specifically, the environmental
plaintiffs challenge the U.S. Army Corps of Engineers' (the
"Corp") April 2002 decision to issue twelve new mining
permits pursuant to Section 404 of the federal Clean Water
Act, and the U.S. Fish and Wildlife Service's June 2001
decision not to require formal consultation under the
federal Endangered Species Act regarding those permits.
The environmental plaintiffs claim that the two federal
agencies violated the Clean Water Act, the Endangered
Species Act, the Migratory Bird Treaty Act, and the
National Environmental Policy Act. They ask the court to
set aside the April 2002 permits and to enjoin the Corps
from "authorizing any further mining within the Lake Belt
project area unless and until the Corps fully complies with
the requirements of the Clean Water Act, Migratory Bird
Treaty Act, and National Environmental Policy Act."
The mining companies holding the April 2002 permits were
not named as defendants in the lawsuit by the environmental
plaintiffs; however, since the mining companies would be
adversely affected if the environmental groups were to
obtain all of the relief they seek, on September 18, 2002,
two Motions to Intervene were filed on behalf of several of
the mining companies, including the Company. The court has
not yet ruled on the Motions to Intervene.
The Company is unable to assess at this time, with any
degree of certainty, the impact on the Company and its
future financial performance of an adverse judgment in this
lawsuit.
On January 25, 1999 the City Commissioners of Newberry,
Florida voted 4-0 to annex the Company's cement plant site
into the city. The Company anticipates that future land use
and zoning matters relating to the cement plant will be
under the jurisdiction of the City of Newberry. The
annexation of the land into the town of Newberry has been
challenged by an individual, though the Company is not
party to the litigation. In addition, various cases have
been filed challenging amendments to the City of Newberry's
comprehensive plan. The Company is not a party to the
litigation. Alachua County has filed suit to seek to
enforce the terms of the Developer's Agreement between the
County and the Company. This action does not claim
damages against the Company. On November 15, 2001, final
summary judgment was entered in the Company's favor
dismissing the County's complaint. The decision was
appealed by the County. On January 14, 2003, the First
District Court of Appeals affirmed the Summary Judgment
thereby denying the County the authority to enforce the
Developer's Agreement. The County did not appeal the First
District Court of Appeals' decision thereby concluding
their suit to enforce the Developer's Agreement.
The Company and its subsidiaries are involved in other
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.
The Company has an 8% investment in a joint venture. In
conjunction with its investment agreement, the Company has
guaranteed 8% of the revolving credit agreement of the
joint venture. The maximum amount of the loan is
$3,500,000. At June 30, 2003, there was no outstanding
balance. The Company is in process of withdrawing from
the joint venture.
(10) Acquisition
On July 3, 2003, the Company announced that it has agreed
to purchase the stock of Lafarge Florida Inc., a subsidiary
of Lafarge North America Inc., which owns and operates a
cement import terminal and grinding and processing facility
in Tampa, Florida and operates a cement clinker import
terminal, and grinding facility on leased premises in Port
Manatee, Florida. The announced purchase price is
approximately $122,000,000 and is subject to adjustment at
closing for increases or decreases in working capital.
The agreement also preserves the continuation of an
existing supply arrangement.
The transaction, which is subject to usual conditions of
closing including compliance with the Hart-Scott-Rodino Act,
is expected to close during the Company's fourth quarter
ending September 30, 2003. On July 31, 2003, the Hart-
Scott-Rodino filing was approved.
While audited financials are not available for the Lafarge
Florida subsidiary, 2001 and 2002 calendar period revenues
for the operations to be acquired were approximately
$87,000,000 and $89,000,000, respectively. Total product
volumes for the two operations were approximately 1,200,000
tons for 2002.
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. The Company expensed planned maintenance of
$644,000 in the third quarter of fiscal 2003, as compared to
$1,152,000 in the third quarter of fiscal 2002 and $2,522,000 for
the nine months of 2003, as compared to $2,672,000 for the nine
months of 2002. The plant was shut down for nine days in the
third quarter and, eighteen days for the nine months of fiscal
2003 and four weeks in the first quarter of fiscal 2002 and eight
days in the third quarter of fiscal 2002 for planned maintenance.
For the third quarter of fiscal 2003, ended June 30, 2003,
consolidated sales increased 4.4% to $198,113,000 from
$189,803,000 in the same quarter last year. The increase in
sales for the third quarter was due to increased revenues in all
three segments. Revenues in the concrete products segments
increased due to higher volumes of block and building materials
and an increase in the average selling price of block and ready
mix concrete partially offset by reduced volumes of ready mix
sales primarily in our northern markets. Revenues in the
aggregates segment increased as a result of higher average sales
prices partially offset by slightly reduced volumes. The
reduction in volumes was due primarily to locations closed.
Revenues increased in the cement and calcium segment due to
higher cement volumes and sales prices of calcium products
partially offset by lower calcium products volume and lower
average selling price of cement.
For the first nine months of fiscal 2003, consolidated sales,
decreased 2.4% to $525,974,000 from $539,093,000 last year. The
decrease in sales was due to decreased concrete and aggregate
revenues partially offset by increased revenues from the cement
and calcium segment. Revenues in the concrete products segment
were lower due to decreased volumes of ready mix sales primarily
in our northern markets partially offset by higher volumes of
block and building materials and an increase in the average
selling price of ready mix concrete. Revenues in the aggregates
segment were lower as a result of decreased volumes in our
northern markets and closed locations partially offset by higher
average sales prices. Revenues of the cement and calcium segment
increased due to increased volumes of cement and higher sales
prices.
For the contribution made to net sales and operating profit from
each business segment, see Note 7 to the Condensed Consolidated
Financial Statements.
Gross profit for the third quarter increased 13.7% to $54,929,000
from $48,317,000 for the same quarter last year. Gross profit
margin for the third quarter increased to 27.7% from 25.5% last
year. Gross profit and margin improved in all three segments.
Each business segment benefited from a credit from corporate to
reduce group health expense. The improvement in the aggregates
segment was due to decreased depreciation expense and lower
operating costs per ton partially offset by increased fuel costs
and repairs. In addition, start up losses of new operations and
shut down costs of a quarry were approximately $100,000 lower
this year. The improvement in the cement and calcium segment is
due to lower repair costs and lowering the cost per unit as a
result of increasing volumes while maintaining a stable expense
level. The decrease in repair costs was due to $644,000 of
planned maintenance in the third quarter of this year as compared
to $1,152,000 for the same period last year. The improvement in
gross profit in the concrete products segment was due to lower
costs and higher sales dollars.
For the nine months of 2003, gross profit increased 2.0% to
$132,586,000 from $129,998,000 last year. Gross profit and
margin improved in the aggregates and cement and calcium segments
while decreasing in the concrete products segment. The
improvement in the aggregates segment was due to decreased
depreciation expense, reduced outside services and lower
operating costs per ton partially offset by increased fuel costs
and repairs. In addition start up losses of new operations and
shut down cost of a quarry were approximately $3,000,000 lower
this year. The improvement in the cement and calcium segment is
due to lower repair costs and lowering the cost per unit as a
result of increasing volumes while maintaining a stable expense
level. For the nine months of 2003, gross margin increased to
25.2% from 24.1% last year primarily due to lower operating costs
per ton as compared to last year.
Selling, general and administrative expenses for the third
quarter increased to $20,773,000 from $18,335,000 last year
constituting 10.5% of sales as opposed to 9.7% last year. The
increase is primarily due to increased profit sharing expense
(which is linked to profitability before real estate gains),
higher collection expense and additional new site permitting
expenses.
For the first nine months of 2003, selling, general and
administrative expenses increased to $57,344,000 from $55,433,000
last year constituting 10.9% of sales as compared to 10.3% last
year. The increase for the nine months was primarily
attributable to higher profit sharing expense (which is linked to
profitability before real estate gains) and additional new site
permitting expenses.
During March 2003, the Company sold two parcels of land and
recognized a pre-tax gain of $2,448,000 which is included in the
nine months ended June 30, 2003. During the first quarter of
fiscal 2002, the Company sold land and recognized a pre-tax gain
of $530,000, which is included in the nine months ended June 30,
2002.
Interest expense for the third quarter decreased to $402,000 from
$801,000 for the same quarter last year. For the nine months
ended June 30, 2003, interest expense decreased to $1,314,000
from $3,131,000 last year. These declines are attributable to
reduced debt outstanding under the Company's revolver and lower
interest rates.
Interest income for the third quarter increased to $519,000 as
compared to $247,000 for the same quarter last year and for the
first nine months of 2003 was $1,572,000 as compared to $778,000
for the same period last year.
Included in other income is the Company's equity in operating
results of 50% owned joint ventures. The equity in these ventures
was a gain of $362,000 for the third quarter of fiscal 2003 as
compared to a gain of $144,000 for the same period last year.
For the nine months ended June 30, 2003, the equity in affiliates
was a gain of $48,000 as compared to a loss of $233,000 last
year. In addition, rental income for the third quarter of this
year was $272,000 higher as compared to the same period last
year.
Income tax expense increased $1,965,000 for the third quarter of
fiscal 2003 and $2,037,000 for the first nine months of fiscal
2003. This is 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 2003, cash provided by operating activities of
$83,089,000, exercise of stock options of $2,400,000 and proceeds
from sale of property, plant and equipment of $4,704,000 funded
the repayment of $6,900,000 of short-term overnight lines;
purchases of property, plant and equipment of $35,258,000 and
payment of dividends of $8,588,000.
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 the sales 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.
Based on current expectations, management believes that its
internally generated cash flow and access to existing credit
facilities are sufficient to meet the liquidity requirements
necessary to fund operations, capital requirements, debt service
and future dividend payments. At June 30, 2003, there was
available $200,000,000 under a long-term revolver and $41,500,000
available under overnight lines of credit. In addition, there
is approximately $20,000,000 that could be re-borrowed under
insurance policies. The funding of the acquisition described in
footnote 10 will be from excess cash and borrowings under
existing credit agreements. It may be necessary to obtain
additional levels of financing in the event additional
opportunities arise for the Company to make a large strategic
acquisition.
Working capital at June 30, 2003 was $94,595,000 as compared to
$39,406,000 at September 30, 2002. This increase was due to
excess cash flow generated during fiscal 2003.
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.
The following table summarizes the Company's contractual
obligations and commitments.
Balance
of There-
2003 2004 2005 2006 2007 2008 after Total
Long-term debt $ 250 381 2,094 2,764 5,043 4,048 29,951 44,531
Operating leases 612 1,520 1,236 968 670 670 4,452 10,128
Total $ 862 1,901 3,330 3,732 5,713 4,718 34,403 54,659
Critical Accounting Policies. The Consolidated Financial
Statements and Notes to Consolidated Financial Statements
included in the Company's Form 10-K for the year ended September
30, 2002 contain information that is pertinent to Management's
Discussion and Analysis. The preparation of financial statements
in conformity with accounting principles generally accepted in
the United States of America requires management to make
estimates and assumptions about future events that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities. Future events and their
effects cannot be estimated with absolute certainty. Therefore,
the determination of estimates requires the exercise of judgment
based on various assumptions and other factors such as historical
experience, current and expected economic conditions, and in some
cases, actuarial calculations. We constantly review these
significant factors and make adjustments where facts and
circumstances dictate. Actual results could differ from those
estimates. Historically, actual results have not significantly
deviated from estimated results determined using the factors
described above.
Note 1 to the Consolidated Financial Statements included in
the Company's Form 10-K for the year ended September 30, 2002
provides details on the application of these and other accounting
policies. These critical accounting policies and Note 1 should
be read in conjunction with this Management's Discussion and
Analysis of Financial Condition and Results of Operations.
The following is a discussion of the accounting policies
considered to be most critical to the Company. These accounting
policies are both most important to the portrayal of the
financial condition and results, and require management's most
difficult, subjective or complex judgments often as a result of
the need to make estimates about the effect of matters that are
inherently uncertain.
Self-insurance reserves. It is our policy to self insure
for certain insurable risks consisting primarily of physical loss
to property, business interruption, workers' compensation,
comprehensive general liability, product liability and auto
liability. Insurance coverage is obtained for catastrophic
property and casualty exposures as well as those risks required
to be insured by law or contract. Based on an independent
actuary's estimate of the aggregate liability for claims
incurred, a provision for claims under the self-insured program
is recorded and revised annually. The actuarial estimates are
subject to uncertainty from various sources, including changes in
claim reporting patterns, claims settlement patterns, judicial
decisions, legislation, and economic conditions. Although the
Company believes that the actuarial estimates are reasonable,
significant differences related to the items noted above could
materially affect the Company's self-insurance obligations and
future expense.
Long-lived assets. The Company periodically evaluates the
period of depreciation or amortization for long-lived assets to
determine whether current circumstances warrant revised estimates
of useful 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 a comparison of the
carrying amount to the net undiscounted cash flows expected to be
generated by the asset. An impairment loss would be recorded for
the excess of net carrying value over the fair value of the asset
impaired. The fair value is estimated based on expected
discounted future cash flows. The results of impairment tests
are subject to management's estimates and assumptions of
projected cash flows and operating results. The Company
believes that, based on current conditions, materially different
reported results are not likely to result from long-lived asset
impairments. However, a change in assumptions or market
conditions could result in a change in estimated future cash
flows and the likelihood of materially different reported
results.
Intangible assets and goodwill. In July 2001, the
Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill
and Other Intangible Assets." SFAS 142 requires companies to
cease amortizing goodwill that existed at the time of adoption
and establish a new method for testing goodwill for impairment on
an annual basis at the reporting unit level (or an interim basis
if an event occurs that might reduce the fair value of a
reporting unit below its carrying value). The Company has
determined that it has three reporting units and the annual
impairment test will be performed for these three reporting
units. For identifiable intangible assets with indefinite
lives, the SFAS also requires that the carrying value be
determined by using a fair value based approach.
The valuation of goodwill and intangibles with indefinite
useful lives for impairment requires management to use
significant judgments and estimates including, but not limited
to, projected future revenue and cash flows. The Company
believes that, based on current conditions, materially different
reported results are not likely to result from goodwill and
intangible impairments. However, a change in assumptions or
market conditions could result in a change in estimated future
cash flows and the likelihood of materially different reported
results.
Inventories. Inventories for the aggregates segment on a
quarterly basis are based on internal estimates of production
during the period. For certain locations quarterly an outside
consultant measures the volume of aggregates inventory.
Aggregates inventories are adjusted to the amounts shown in the
report of the outside consultant.
Assessments, Claims and Litigation. From time to time,
the Company is involved with assessments, claims and litigation.
The Company uses both in-house and outside legal counsel to
assess the probability of loss. The Company establishes an
accrual when the claims and litigation represent a probable loss
and the cost can be reasonably estimated. Accruals for
remediation efforts are recorded no later than the time a
feasibility study is undertaken and the Company commits to a
formal plan of action. Additionally, legal fees associated with
these matters are accrued at the time such claims are made.
There can be no assurance that the ultimate resolution of these
assessments, claims and litigation will not differ materially
from the Company estimates.
Employee Benefits. Under the provisions of SFAS No.87,
"Employer's Accounting for Pensions" and SFAS No. 106,
"Employer's Accounting for Postretirement Benefits Other Than
Pensions," measurement of the obligations under employee benefits
plans are subject to a number of assumptions. These include the
rate of return on plan assets, health care cost trend rates and
the rate at which the future obligations are discounted to the
value of the liability.
Related Party Transactions. Patriot Transportation
Holding, Inc. ("Patriot"), a related party, hauls diesel fuel and
other supplies for the Company. Charges for such services are
based on prevailing market prices. The Company also leases
various aggregate mining and other properties paying rent or
royalties based on long-term contracts entered into during the
mid 1980's and early 1990's. In addition, the Company provides
administrative services to Patriot. These services are provided
at market prices. During fiscal 2002, Patriot agreed to sell
land for $15,000,000 to the Company. This transaction was
reviewed and approved on behalf of the Company by a committee of
independent directors. This sale is still pending.
In April 2003, Patriot agreed to sell land for $1,836,000 to the
Company. The Company has 120 days to inspect and investigate
the property and may, in its sole discretion, terminate the
Agreement during the inspection period without penalty. If the
Agreement is not terminated during the inspection period or valid
extension thereof, closing is to occur no later than December 15,
2003. This transaction was reviewed and approved on behalf of
the Company by a committee of independent directors after receipt
of an appraisal and consultation with management.
In April 2002, the Company purchased for $67,000 a parcel of land
in which an officer had an undivided 80% interest.
New Accounting Pronouncements. In June 2001, the FASB
issued SFAS No. 143, "Accounting for Asset Retirement
Obligations," which addresses financial accounting and reporting
for obligations with the retirement of tangible long-lived assets
and the associated asset retirement costs. The standard applies
to legal obligations associated with the retirement of long-lived
assets that result from the acquisition, construction,
development and (or) normal use of the asset.
Statement No. 143 requires that the fair value of a liability for
an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value can
be made. The fair value of the liability is added to the
carrying amount of the associated asset and this additional
carrying amount is depreciated over the life of the asset. The
liability is accreted at the end of each period through charges
to operating expenses. If the obligation is settled for other
than the carrying amount of the liability, the Company will
recognize a gain or loss on settlement.
The provisions of Statement No. 143 were adopted as of October 1,
2002 for the first quarter ending December 31, 2002. (see Note
2,Change in Accounting Principle).
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". This statement
supersedes SFAS No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed of". SFAS
No. 144, which retains the fundamental provisions of SFAS No. 121
for (a) recognition and measurement of the impairment of long-
lived assets to be held and used and (b) measurement of long-
lived assets to be disposed of by sales, was adopted effective
October 1, 2002 and had no impact on the Company. The statement
changes the earnings statement classification of gain(losses) on
sale of real estate to a component of operating profit rather
than other income.
In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs
Associated with Exit or Disposal Activities." This statement
nullifies Emerging Issues Task Force (EITF) issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs
Incurred in a Restructuring)." This statement requires that a
liability for a cost associated with an exit or disposal activity
be recognized when the liability is incurred rather than the date
of an entity's commitment to an exit plan. The Company
implemented SFAS No. 146 on January 1, 2003. The adoption of
this statement did not have an impact on the consolidated
financial position or results of operations of the Company.
Financial Accounting Standards Board Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of
Others" ("FIN 45"), requires the guarantor to recognize a
liability for the fair value of the obligation at the inception
of the guarantee. The disclosure requirements of FIN 45 have
been incorporated into these Notes to Consolidated Financial
Statements, while the recognition provisions will be applied on a
prospective basis to guarantees issued after December 31, 2002.
FIN 46, "Consolidation of Variable Interest Entities", clarified
the application of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements", to certain entities in which
equity investors do not have the characteristics of a controlling
financial interest or do not have sufficient equity at risk for
the entity to finance its activities without additional
subordinated financial support from other parties. FIN 46 is
applicable immediately for variable interest entities created
after January 31, 2003. For variable interest entities created
prior to January 31, 2003, the provisions of FIN 46 are
applicable no later than July 1, 2003. This Interpretation will
not have an effect on the Consolidated Financial Statements.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure". SFAS 148
amends SFAS No. 123, "Accounting for Stock-Based Compensation",
and provides alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-
based employee compensation. SFAS 148 also amends the disclosure
requirements of SFAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect
of the method used on reported results. The Company has adopted
the amendments to SFAS 123 disclosure provisions required under
SFAS 148, but will continue to use intrinsic value method under
APB 25 to account for stock-based compensation. As such, the
adoption of this statement has not had a significant impact on
the Company's financial position, results of operations or cash
flows.
In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain
Financial Instruments with Characteristics of Both Liability and
Equity". SFAS 150 provides that certain financial instruments
with characteristics of both liability and equity to be
classified as a liability. The statement is effective July 1,
2003 for existing financial instruments and May 31, 2003 for new
or modified financial instruments.
Outlook. Home building is still helping to compensate for
stagnant commercial construction. Strong road building in
Florida is still helping to offset the weaker state spending in
Virginia and Maryland.
Risk Insurance. Due to dramatically increasing insurance
premiums for automobile and general liability insurance programs,
the Company has increased its self-insurance retention to
$2,000,000 for general liability and to $3,000,000 for automobile
liability. In addition, the Company has formed a captive
insurance company and will pay premiums to the captive insurance
company to insure the claims up to $3,000,000. Assuming no
significant increase in the Company's loss experience, this
higher risk retention should result in a lower cost to the
Company than outside insurance.
Fuel Oil Price Risk. To manage the impact on operations of
an increase in the price of diesel fuel, the Company hedged a
portion of the projected annual diesel fuel requirements for
fiscal 2003. A heating oil derivative contract was entered into
because heating oil prices have a high correlation to diesel fuel
prices. The intent was to reduce the risk of increasing diesel
fuel prices. In September 2002, a one-time payment of $270,000
was made to purchase a contract that would reimburse the Company
if the average monthly price of heating oil exceeds 85 cents for
any month during fiscal 2003. This contract was for
approximately 55% of our diesel fuel requirements. Based on
current diesel fuel prices, it is not expected that the Company
will receive a reimbursement for the balance of the fiscal year.
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, 2002 on this
matter.
Item 4. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures.
As required by Rule 13a-15 under the Exchange Act, within
the 90 days prior to the filing date of this report, the
Company carried out an evaluation of the effectiveness of
the design and operation of the Company's disclosure
controls and procedures. This evaluation was carried out
under the supervision and with the participation of the
Company's management, including the Company's President and
Chief Executive Officer, Chief Financial Officer and Chief
Accounting Officer. The evaluation conducted by, the
Company's President and Chief Executive Officer, Chief
Financial Officer and Chief Accounting Officer has provided
them with reasonable assurance that the Company's disclosure
controls and procedures are effective in alerting them in a
timely manner to material information required to be
included in periodic SEC filings.
Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information
required to be disclosed in Company reports filed or
submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified
in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that
information required to be disclosed in Company reports
filed under the Exchange Act is accumulated and communicated
to management, including the Company's Chief Executive
Officer, Chief Financial Officer and Chief Accounting
Officer, as appropriate, to allow timely decisions regarding
required disclosures.
(b) Changes in internal controls. There have been no changes in
internal controls or in other factors that could
significantly affect these controls subsequent to the date
of their evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
PART II OTHER INFORMATION
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
23 of this Form 10-Q.
(b) Reports on Form 8-K. During the three months ended June
30, 2003, the Company filed the following reports on Form
8-K:
On April 23, 2003, filing a copy of the Company's press
release on earnings for the quarter ended March 31, 2003
under Item 7 "Financial Statements and Exhibits" and Item 9
"Regulation FD Disclosures".
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.
August 5, 2003 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 MARCH, 2003
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. 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)(l) 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.
(10)(m) Amendment to Florida Rock Industries, Inc.
2000
Stock Option Plan, incorporated by reference
to
an exhibit previously filed with Form 10-Q for
the Quarter ended March 31, 2003.
File No. 1-7159
(11) Computation of Earnings Per Common Share.
(31)(a) Certification of John D. Baker, II
(31)(b) Certification of John D. Milton, Jr.
(31)(c) Certification of Wallace A. Patkze, Jr.
(32) Certification under Section 906 of Sarbanes-
Oxley Act of 2002
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