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, 2004
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 2, 2004: 43,282,202 shares of
$.10 par value common stock.
FLORIDA ROCK INDUSTRIES, INC.
FORM 10-Q
QUARTER ENDED JUNE 30, 2004
CONTENTS
Page No.
Part I. Financial Information
Item 1. Financial Statements (unaudited)
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 18
Item 4. Controls and Procedures 18
Part II. Other Information
Item 1. Legal Proceedings 18
Item 2. Changes in Securities and Use of Proceeds 19
Item 6. Exhibits and Reports on Form 8-K 19
Signatures 20
Exhibit 11. Computation of Earnings Per Common Share 25
Exhibit 31(a)Certification of John D. Baker, II 26
Exhibit 31(b)Certification of John D. Milton, Jr. 27
Exhibit 31(c)Certification of Wallace A. Patzke, Jr. 28
Exhibit 32. Certification under Section 906 of Sarbanes-Oxley Act 29
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,
2004 2003
ASSETS
Current assets:
Cash and cash equivalents $ 24,051 38,135
Accounts receivable, less allowance
for doubtful accounts of $2,538
($3,419 at September 30, 2003) 117,532 106,954
Inventories 34,553 37,079
Current deferred income taxes 4,713 2,530
Prepaid expenses and other 4,781 5,396
Total current assets 185,630 190,094
Other assets 67,108 57,709
Goodwill 148,391 148,573
Property, plant and equipment, at cost:
Depletable land 127,654 128,715
Other land 74,853 52,074
Plant and equipment 797,508 784,367
Construction in process 20,615 7,276
1,020,630 972,432
Less accumulated depreciation,
depletion and amortization 508,901 482,654
Net property, plant and equipment 511,729 489,778
$ 912,858 886,154
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term notes payable to banks $ 10,000 -
Accounts payable 50,065 46,557
Dividends payable 7,215 7,187
Federal and state income taxes - 3,600
Accrued payroll and benefits 26,040 21,131
Accrued insurance reserve 9,330 4,924
Accrued liabilities, other 10,277 11,806
Long-term debt due within one year 1,007 518
Total current liabilities 113,934 95,723
Long-term debt 43,096 118,964
Deferred income taxes 74,706 65,907
Accrued employee benefits 18,180 17,661
Long-term accrued insurance reserves 10,443 8,281
Other accrued liabilities 5,323 5,196
Total liabilities 265,682 311,732
Shareholders' equity:
Preferred stock, no par value; 10,000,000
shares authorized, none issued - -
Common stock, $.10 par value; 50,000,000
shares authorized, 43,281,467 shares issued
(43,078,102 shares at September 30, 2003) 4,328 4,308
Capital in excess of par value 22,712 18,078
Retained earnings 620,136 552,036
Total shareholders' equity 647,176 574,422
$ 912,858 866,154
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,
2004 2003 2004 2003
Net sales $245,334 193,049 689,417 514,157
Freight revenues 6,315 5,064 16,226 11,817
Total sales 251,649 198,113 705,643 525,974
Cost of sales 170,590 138,299 495,383 381,741
Freight expense 6,247 4,885 16,145 11,647
Total cost of sales 176,837 142,884 511,528 393,388
Gross profit 74,812 54,929 194,115 132,586
Selling, general and administrative 23,588 20,773 67,750 57,344
Loss(Gain)on sale of real estate 71 39 (12,866) (2,409)
Operating profit 51,153 34,117 139,231 77,651
Interest expense (564) (402) (1,745) (1,314)
Interest income 175 519 679 1,572
Other income (expense), net 1,038 1,216 2,392 1,824
Income before income taxes 51,802 35,450 140,557 79,733
Provision for income taxes 18,752 12,479 50,882 28,066
Income before cumulative effect of
accounting change 33,050 22,971 89,675 51,667
Cumulative effect of accounting
change, net of income taxes of $181 - - - 333
Net income $ 33,050 22,971 89,675 52,000
Earnings per share:
Basic
Income before cumulative effect
of accounting change $ .76 .53 2.08 1.20
Cumulative effect of accounting
change - - - .01
Net income $ .76 .53 2.08 1.21
Diluted
Income before cumulative effect of
accounting change $ .75 .53 2.04 1.18
Cumulative effect of accounting
change - - - .01
Net income $ .75 .53 2.04 1.19
Cash dividends per common share $.167 .067 . 50 .20
Weighted average shares used
in computing earnings per share:
Basic 43,259 42,962 43,174 42,915
Diluted 44,101 43,671 44,036 43,586
See accompanying notes.
FLORIDA ROCK INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JUNE 30, 2004 AND 2003
(In thousands)
(Unaudited)
2004 2003
Cash flows from operating activities:
Net income $89,675 52,000
Cumulative effect of accounting change - (333)
Adjustments to reconcile net income to net
cash provided from operating activities:
Depreciation, depletion and amortization 47,222 47,553
Deferred income tax provision 6,615 137
Provision for doubtful accounts 577 720
Gain on disposition of property, plant and
equipment (15,728) (3,682)
Net changes in operating assets and
liabilities:
Accounts receivable (11,241) (9,385)
Inventories 2,527 (1,136)
Prepaid expenses and other 615 (2,430)
Accounts payable and accrued liabilities 10,638 (894)
Other, net (639) 539
Net cash provided by operating activities 130,261 83,089
Cash flows from investing activities:
Purchases of property, plant and equipment (79,642) (35,258)
Proceeds from the sale of property, plant and
equipment 26,824 4,704
Additions to other assets (9,292) (4,305)
Collections of notes receivable 38 522
Net cash used in investing activities (62,072) (34,337)
Cash flows from financing activities:
Proceeds from long-term debt - 808
Increase (decrease)in short-term debt 10,000 (6,900)
Repayment of long-term debt (75,379) (359)
Exercise of employee stock options 4,659 2,400
Repurchase of common stock (5) -
Payment of dividends (21,548) (8,588)
Net cash used in financing activities (82,273) (12,639)
Net increase(decrease)in cash and cash equivalents(14,084) 36,113
Cash and cash equivalents at beginning of year 38,135 3,845
Cash and cash equivalents at end of period $24,051 $39,958
See accompanying notes.
FLORIDA ROCK INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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 periods have been included. Operating results
for the three and nine months ended June 30, 2004, are not
necessarily indicative of the results that may be expected for
the fiscal year ended September 30, 2004. 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. included in its Annual Report on
Form 10-K for the year ended September 30, 2003.
(2) 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,
2004 2003 2004 2003
Reported net income $ 33,050 22,971 89,675 52,000
Compensation cost
determined under fair
value based method, net
of income taxes (523) (419) (1,481) (1,168)
Proforma net income $32,527 22,552 88,194 50,832
Basic earnings per share:
Reported net income $ .76 .53 2.08 1.21
Compensation cost, net
of income taxes (.01) (.01) (.04) (.03)
Proforma $ .75 .52 2.04 1.18
Diluted earnings per share:
Reported net income $ .75 .53 2.04 1.19
Compensation cost, net
of income taxes (.01) (.01) (.04) (.03)
Proforma $ .74 .52 2.00 1.16
(3) Common Stock Split
On December 3, 2003, the Board of Directors approved a 3 for 2
common stock split. Shareholders of record as of January 2,
2004, received one additional share for each two shares held.
The stock split was effected in the form of a stock dividend
on January 16, 2004. All share and per share amounts for all
prior periods have been restated to reflect the stock split.
For the three years ended September 30, 2003, the following is
the effect on earnings per share:
2003 2002 2001
Basic earnings per share
as reported $ 2.65 2.42 2.47
After giving effect to the
stock split 1.77 1.62 1.65
Diluted earnings per share
as reported 2.61 2.38 2.42
After giving effect to the
stock split 1.74 1.59 1.61
(4) 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
ultimately 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 costs 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, 2004 and 2003 is as follows (in
thousands):
2004 2003
Balance at beginning of period $8,649 $ -
Initial liability on adoption of
the new standard - 8,385
Additional liabilities 96 199
Accretion of expenses 271 281
Payment/settlement of obligations (147) (443)
Balance at end of period $8,869 8,422
(5) New Accounting Pronouncement
In December of 2003, the FASB revised Statement No. 132
"Employers' Disclosures about Pensions and Other
Postretirement Benefits." This Statement retains the
disclosure requirements of the original Statement, which it
replaces, and requires additional disclosures about the
assets, obligations, cash flows and net periodic benefit cost
of defined benefit pension plans and other defined benefit
postretirement plans. The annual financial statement
disclosures are effective for the Company for the fiscal year
ended September 30, 2004. For the three and nine months ended
June 30, 2004 and 2003, no pension income or expense was
recorded. Based on current estimates, there is no requirement
to make cash contributions for fiscal 2004.
(6) Acquisition
On August 12, 2003, the Company completed the acquisition of
Lafarge Florida, Inc., which imports cement and slag into
Tampa, Florida. Some of the cement is sold and the balance
is either blended or bagged and then sold. The slag is
ground and sold. Clinker is imported into Port Manatee
Florida and is ground into cement and sold. The purchase
price was $124,545,000 in cash including acquisition costs of
$594,000. A portion of the cash purchase price was borrowed
under the Company's existing revolving credit agreements.
The purchase price has been allocated to assets and
liabilities acquired. During the quarter ended March 31,
2004, the Company completed its determination of the fair
value of assets acquired and liabilities assumed and recorded
a decrease in goodwill of $182,000.
All assets acquired including goodwill are attributable to the
Cement and Calcium segment. All of the goodwill is expected
to be amortized for income tax purposes.
The following unaudited pro forma financial information
presents the results of operations as if this acquisition had
occurred October 1, 2002(in thousands, except per share
amounts).
Three Months Nine Months
Ended June 30, Ended June 30,
2003 2003
Total sales $222,939 597,624
Net income $ 25,373 59,455
Earnings per share:
Basic $.59 1.39
Diluted $.58 1.38
The pro forma results have been prepared for comparative
purposes only and include certain adjustments for increased
interest expense on the revolving credit agreement. The pro
forma results are not indicative either of the results of
operations that actually would have resulted had the
acquisition occurred October 1, 2002 or of future results.
(7) Inventories
Inventories consisted of the following (in thousands):
June 30, September 30,
2004 2003
Finished products $ 19,930 21,240
Raw materials 7,299 8,223
Work in progress 1,166 1,704
Parts and supplies 6,158 5,912
$ 34,553 37,079
(8) Gain on Sale of Real Estate
On November 12, 2003, the Company closed on all remaining
installments of a sale of a former quarry site. Gross
proceeds of the sale were $20,250,000 resulting in a pre-tax
gain of approximately $12,927,000 or $8,273,000 after tax for
the nine months ended June 30, 2004.
(9) Other Transaction
In May 2004, the Company sold for $6,500,000 a calcium plant
and recognized a pre-tax gain of $2,490,000 ($1,588,000 after
tax or 3.6 cents per diluted share). The results of
operations of this plant were immaterial to the consolidated
results of operation.
(10) 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,
2004 2003 2004 2003
Net sales, excluding
freight
Construction aggregates $ 77,865 69,593 217,424 179,353
Concrete products 152,967 130,833 425,389 354,549
Cement and calcium 42,271 15,221 126,015 44,472
Intersegment sales (27,769) (22,598) (79,411) (64,217)
Total net sales,
excluding freight $245,334 193,049 689,417 514,157
Operating profit
Construction aggregates $ 22,968 20,682 71,291 46,736
Concrete products 21,062 13,959 45,225 25,537
Cement and calcium 13,922 4,723 36,411 14,048
Corporate overhead (6,799) (5,247) (13,696) (8,670)
Total operating $ 51,153 34,117 139,231 77,651
Profit
Identifiable assets, at quarter end
Construction aggregates $347,156 334,989
Concrete products 246,771 217,980
Cement and calcium 224,444 109,930
Unallocated corporate
assets 57,890 52,831
Cash items 24,052 39,957
Investments in affiliates 12,545 17,542
Total identifiable
Assets $912,858 773,229
Construction aggregates operating profit for the nine
months ended June 30, 2004 includes gains on the sale of
real estate of $12,932,000 and for the nine months ended
June 30, 2003 includes gains on sale of real estate of
$2,448,000.
Cement and calcium operating profit for the three and nine
months ended June 30, 2004 includes a gain of $2,490,000 on
the sale of a calcium plant.
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. Prior to June 30, 2003, these adjustments
were recorded at year-end. During fiscal 2004, these
adjustments were recorded quarterly if necessary.
(11) Debt
In May 2004, the Company renewed its revolving credit
facility and increased the maximum amount under the
revolver to $250,000,000, lowered the variable interest
rate to 45 basis points over LIBOR and extended the
maturity to June 30, 2009.
(12) Supplemental Disclosures of Cash Flow Information
Cash paid during the nine months ended June 30, 2004 and
2003 for certain expense items are as follows (in
thousands):
2004 2003
Interest expense, net of
amount capitalized $ 1,742 1,308
Income taxes $45,836 21,764
The following schedule summarizes non-cash investing and
financing activities for the nine months ended June 30, 2004
and 2003 (in thousands):
2004 2003
Additions to property, plant
and equipment from exchanges $ 99 773
Additions to other assets from
selling property, plant for
a prepaid royalty agreement $1,000 -
Additions to receivables from
selling property, plant and
equipment for a note $ - 20
(13) Related Party Transaction
On March 31, 2004, the Company purchased from Patriot
Transportation Holding, Inc. ("Patriot") a parcel of land
and improvements containing approximately 6,321 acres in
Northeast Florida for $13,000,000 in escrow cash. On May
7, 2004, the Company purchased 108 acres of land in
Northern Virginia for $15,000,000 from Patriot. These
transactions were reviewed and approved on behalf of the
Company by a committee of independent directors after
receipt of appraisals and consultation with management.
(14) 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 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. On September 10, 2003, a former
employee of this facility was convicted of violating the
Clean Water Act. As a result, he has been barred from
receiving federal government contracts or benefits at this
facility. Neither the Company nor its subsidiaries have
been barred from receiving government contracts or benefits
at this facility. The Company and its subsidiaries are
cooperating fully with the investigation, which is still
continuing. On April 27, 2004, the United States
Environmental Protection Agency requested the Company to
provide information on the Company's environmental
compliance programs to show that the Company is a
responsible party that should not be barred from receiving
federal government contracts or benefits. The Company
provided the requested information by letter dated June 24,
2004. 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
"Corps") 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 which motions
were granted by the Court on February 23, 2004.
On March 25, 2004, the plaintiffs filed a Motion to Amend
Complaint. The amended complaint dropped plaintiffs'
claim under the Migratory Bird Treaty Act and added a claim
that the Corps violated the National Environmental Policy
Act by not preparing a supplemental environmental impact
statement. Plaintiffs' amended complaint did not include
a motion for a preliminary injunction. As of July 23,
2004, all memoranda of law regarding summary judgment have
been filed. Oral argument on the summary judgment motions
is scheduled for August 23, 2004; however, the Federal
Defendants have asked the court to reschedule the hearing
in September 2004.
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.
A lawsuit was filed by three environmental organizations on
June 26, 2003, challenging federal agency decisions to
authorize the Company's proposed limestone mine in Ft.
Myers, Florida. Specifically, the environmental
plaintiffs challenge the U.S. Army Corps of Engineers' (the
"Corps") April 2003 decision to issue a new mining permit
pursuant to Section 404 of the federal Clean Water Act, and
the U.S. Fish and Wildlife Service's January 30, 2002,
biological opinion concluding that this limestone mining
would not jeopardize the continued existence of the Florida
panther. The environmental plaintiffs claim that the two
federal agencies violated the Clean Water Act, the
Endangered Species Act, the Administrative Procedures Act,
and National Environmental Policy Act. They ask the court
to invalidate the U.S. Fish and Wildlife Service's January
30, 2002, biological opinion, to set aside the April 2003
Corps permit, and to remand U.S. Fish and Wildlife
Service's January 30, 2003, biological opinion so that the
Service can prepare "a complete and adequate"
biological opinion.
The Company was not named as defendant in the lawsuit by
the environmental plaintiffs; however, since the Company
would be adversely affected if the environmental groups
were to obtain all of the relief they seek, on September 2,
2003, the Company filed a Motion to Intervene. The court
granted the Motion to Intervene. The federal defendants
to this lawsuit filed a Motion to Transfer Venue to the
Middle District of Florida. The Court denied this Motion
to Transfer Venue.
Plaintiffs filed their motion for Summary Judgment on
January 16, 2004 and defendants filed their Cross Motion
for Summary Judgment on February 20, 2004. Both parties
filed their reply briefs and oral arguments on the Motions
for Summary Judgment was held on July 6, 2004.
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.
The Company and its subsidiaries are involved in litigation
on a number of other 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Overview. The Company is one of the nation's leading
producers of construction aggregates, a major provider of ready-
mix concrete and concrete products in the Southeastern and mid
Atlantic States and a significant supplier of cement in Florida
and Georgia. We operate through three business segments:
construction aggregates, concrete products and cement and
calcium. The construction aggregates segment is engaged in the
mining, processing, distribution and sale of sand, gravel and
crushed stone. The concrete products segment is engaged in
production and sale of ready-mix concrete, concrete block,
prestressed concrete as well as sales of other building
materials. The cement and calcium products segment is engaged
in the production and sale of Portland and masonry cement, the
importation of cement and slag which products are either sold,
ground or blended and then sold and the sale of calcium products
to the animal feed industry.
For the contribution made to net sales and operating profit from
each business segment, see Note 10 to the Condensed Consolidated
Financial Statements.
During August 2003, the Company completed the acquisition of
Lafarge Florida Inc. (see Note 6). As a result, this
acquisition is a significant contributor to the changes in our
operating results for the three and nine months ended June 30,
2004 as compared to the same periods last fiscal year.
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,
availability and affordability of clinker and cement, reliability
and affordability of ocean shipping vessels to deliver clinker
and cement, 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
$984,000 in the third quarter and $3,284,000 in the first nine
months of fiscal 2004, as compared to $644,000 in the third
quarter and $2,522,000 in the first nine months of fiscal 2003.
The plant was shut down for ten days in the third quarter and
twenty-four days for the first nine months of fiscal 2004 and
nine days in the third quarter and eighteen days for the first
nine months of fiscal 2003 for planned maintenance.
Earlier in the year, ocean shipping rates for clinker and cement
increased dramatically as a result of a shortage in ocean vessels
in the Atlantic and Caribbean areas and short-term maintenance
shutdowns at several other Florida cement producers that put
greater demands on Florida cement production facilities. In
addition, certain of our trading partners transferred extra
volumes to us during quarter to accommodate short-term operating
changes at their respective facilities.
During the third quarter of our fiscal year, supplies of cement
remained extremely tight. This shortage is being driven by
record demands for cement in the Florida market, unusual downtime
at some of our Florida competitors' plants, no availability of
increased imports or shipping vessels to fill the gaps and strong
demand for cement. We had one less ship scheduled which resulted
in approximately 30,000 tons less of imported cement available
for sale. Deliveries of imported cement and clinker did not
occur on a timely basis and were several days late. This
resulted in outages at our cement terminals on several occasions
and shipping product longer distances from our cement plant in
Newberry. During the fourth quarter we expect to have our
previous quarterly levels of imported cement available.
The shortage of cement has caused some curtailment of sales of
ready-mix concrete. Some concrete competitors have shut down
facilities for short periods of time. The Company has not had
to shut down any concrete plants but has had to curtail operating
hours by closing on Saturday and early in the afternoon. As we
enter the fourth quarter, the cement shortages continue to exist.
In addition, in some markets there are now shortages of
construction aggregates. Our construction aggregate plants in
our Florida market have reduced their inventories and are selling
their production.
Our concrete products segment has had improved operating
efficiencies during the shortage since we are now able to
schedule our ready-mix trucks several days in advance and have
been able to maintain or slightly increase our volumes with
reduced operating hours.
As we enter the fourth quarter, cement and aggregate availability
will continue to be a challenge. Demand for our products in July
has continued at the previous quarter rate and appears to be
sustainable for the fourth quarter. July price improvement
effected in our Florida cement, stone and concrete operations
have the potential to improve our future operating performance
subject to the vagaries of hurricane season and other negative
weather conditions typical of late summer and early fall.
Operating Results. For the third quarter of fiscal
2004, which ended June 30, 2004, consolidated sales increased
27.0% to $251,649,000 from $198,113,000 in the same quarter last
year. The cement operations acquired in August 2003 contributed
sales of $25,542,000. Excluding this acquisition, sales would
have been $226,107,000, which represents a 14.1% increase.
The increase in sales was due to increased revenues in all three
segments. Revenues in the concrete products segments increased
due to higher volumes of all products and an increase in the
average selling price. Revenues in the aggregates segment
increased primarily as a result of higher volumes partially
offset by a slight decrease in the average selling price
attributable to variations in product mix. Revenues increased in
the cement and calcium segment due to the acquisition and to
higher cement volumes and prices from existing operations.
For all three business segments, volumes were aided by more
favorable weather conditions in all our major markets. Due to
shortages of clinker and cement during the third quarter of
fiscal 2004, operating hours and shipments of cement at our
distribution facilities were reduced from the second quarter.
For our concrete operations, the volume improvements were due to
increased activity in our markets and ability to schedule
deliveries several days in advance. The shortages of cement in
our southern markets resulted in a reduction in operating hours
and some allocation of product to our customers.
For the first nine months of fiscal 2004, which ended June 30,
2004, consolidated sales increased 34.2% to $705,643,000 from
$525,974,000 last year. The cement operations acquired in August
2003 contributed sales of $77,858,000. Excluding this
acquisition, sales would have been $627,785,000, which represents
a 19.4% increase.
For the first nine months, the increase in sales was due to
increased revenues in all three segments. Revenues in the
concrete products segments increased due to higher volumes of all
products and an increase in the average selling price. Revenues
in the aggregates segment increased as a result of higher volumes
partially offset by a slight decrease in the average selling
price due to variation in product mix. Revenues increased in the
cement and calcium segment due to the acquisition and higher
cement volumes from existing operations partially offset by lower
average selling price of cement from existing operations.
Cement volumes were also unusually high at our Newberry plant as
certain of our trading partners transferred extra volumes to us
during the second quarter to accommodate short-term operating
changes at their respective facilities. For all three business
segments, volumes were aided by more favorable weather conditions
in all our major markets.
Gross profit for the third quarter increased 36.2% to $74,812,000
from $54,929,000 for the same quarter last year. Gross profit
margin for the third quarter increased to 29.7% from 27.7% last
year. Gross profit and margin improved in all three segments.
The improvement in the aggregates segment was due to volume
increases which resulted in lower operating costs per ton. In
addition, lower costs from start up of new quarry operations
improved gross profit by approximately $400,000. The improvement
in the cement and calcium segment is due to the acquisition in
August 2003 and to existing operations lowering the cost per unit
as a result of increasing volumes. The improvement in gross
profit in the concrete products segment was due to volume
improvements which lowered the per unit cost and reduced
depreciation expense. Gross profit for the third quarter of
fiscal 2004 included a gain of $2,490,000 on the sale of a
calcium plant. Negatively impacting gross profit this quarter
fiscal year was an increase of $885,000 in fuel costs, an
increase of $1,549,000 in electric costs and an increase of
$686,000 in insurance costs. The increased electric costs were
primarily in the cement and calcium segment.
Gross profit for the nine months increased 46.4% to $194,115,000
from $132,586,000 last year. Gross profit margin increased to
27.5% from 25.2% last year. Gross profit margin improved in all
three segments. The improvement in the aggregates segment was
due to volume increases which resulted in lower operating costs
per ton and lower depreciation expense. These improvements were
partially offset by start up losses of new quarry operations that
were approximately $800,000 higher this year. The improvement in
the cement and calcium segment is due to the acquisition in
August 2003 and to existing operations lowering the cost per unit
as a result of increasing volumes. The improvement in gross
profit in the concrete products segment was due to volume
improvements, which lowered the per unit cost, as well as reduced
depreciation expense. During the first nine months of fiscal
2004 as compared to the same period last year, gross profit was
negatively impacted due to increased insurance costs of
$3,663,000, increased electric costs of $4,925,000 and increased
fuel costs of $2,506,000. The increase in insurance costs
results from higher premiums for insurance and an addition to
risk insurance reserves of $2,161,000 due to increased frequency
and severity of claims and accidents in the second and third
quarters. Included in gross profit for fiscal 2004 is a gain of
$2,490,000 on the sale of a calcium plant.
Selling, general and administrative expenses for the third
quarter increased to $23,588,000 from $20,773,000 last year
constituting 9.4% of sales as opposed to 10.5% last year. The
increased amount is primarily due to increased profit sharing
expense (which is linked to profitability before real estate
gains) and increased professional fees.
Selling, general and administrative expenses for the nine months
increased to $67,750,000 from $57,344,000 last year constituting
9.6% of sales as opposed to 10.9% last year. The increased
amount is primarily due to increased profit sharing expense
(which is linked to profitability before real estate gains),
increased professional fees and a contribution to a state
scholarship program which is offset by a credit to state income
taxes.
On November 12, 2003, the Company closed on all remaining
installments of a sale of its former quarry site at Naples,
Florida. Gross proceeds of the sale were $20,250,000 resulting
in a pre-tax gain of approximately $12,927,000 or $8,273,000
after tax for the nine months of fiscal 2004.
Interest expense for the third quarter increased to $564,000 from
$402,000 for the same quarter last year. Interest expense for
the nine months increased to $1,745,000 from $1,314,000 last
year. This increase is attributable to higher debt outstanding
under the Company's revolver due to the acquisition in August
2003.
Interest income for the third quarter decreased to $175,000 as
compared to $519,000 for the same quarter last year. Interest
income for the nine months decreased to $679,000 as compared to
$1,572,000 last year. This is primarily due to the loss of
interest on the real estate transaction described in Note 8.
Included in other income is equity in operating results of our
50% owned joint ventures. The equity in these ventures was a
gain of $349,000 for the third quarter of fiscal 2004 as compared
to a gain of $362,000 last year. The equity in these ventures
was a gain of $758,000 for the nine months of fiscal 2004 as
compared to a gain of $48,000 last year.
Income tax expense increased $6,273,000 for the third quarter of
fiscal 2004. This is due to higher income before taxes and an
increase in the tax rate to 36.2% versus 35.2% last year. Income
tax expense increased $22,816,000 for the nine months of fiscal
2004. This is due to higher income before taxes and an increase
in the tax rate to 36.2% versus 35.2% last year. This increase
in the effective income tax rate was due to increased
contribution to earnings from the cement and calcium and concrete
products business segments not subject to percentage depletion.
Liquidity and Capital Resources. For the nine months of
fiscal 2004, cash provided by operating activities of
$130,261,000, proceeds from sale of property, plant and equipment
of $26,824,000, exercise of stock options of $4,659,000 and
short-term borrowings of $10,000,000 funded the repayment of
$75,379,000 of debt; purchases of property, plant and equipment
of $79,642,000, additions to other assets of $9,292,000 and
payment of dividends of $21,548,000.
For the 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 the sale of property of $4,704,000
funded the repayment of $6,900,000 of the short-term overnight
lines; purchases of property, plant and equipment of $35,258,000
and payment of dividends of $8,588,000.
Cash generated by operating activities is used to fund the
capital expenditure program, dividend payments and if there is
excess cash, it is used to reduce revolving credit facilities.
If there is a shortfall, borrowings are made under the revolving
credit facilities. 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, 2004,
there was available $250,000,000 under a long-term revolver and
$55,000,000 available under overnight lines of credit. In
addition, there is approximately $28,000,000 that could be re-
borrowed under insurance policies.
On August 4, 2004, the Board of Directors approved a special one-
time dividend of $1.00 per share plus a 20% increase in the
regular quarterly dividend from $.1667 to $.20 per share. Both
dividends will be payable to shareholders of record on September
17, 2004 and will be paid on October 1, 2004. The one-time
dividend was declared to enable shareholders to receive the
benefit of the existing favorable tax rate on dividends.
During May 2004, the Company renewed its revolving credit
facility for a new term of five years, increased the amount
available under the facility to $250,000,000 and lowered the
interest rate to 45 basis points over LIBOR.
Working capital at June 30, 2004 was $71,696,000 as compared to
$94,371,000 at September 30, 2003. The primary reason for the
decrease was surplus cash was used to repay long-term debt.
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.
Critical Accounting Policies. There have been no changes
in Critical Accounting Policies as disclosed in the Form 10-K for
the year ended September 30, 2003.
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 mid
1980's and early 1990's. In addition, the Company provides
administrative service to Patriot and Patriot provides
construction management services to the Company. These services
are provided at market prices.
During fiscal 2002, Patriot agreed to sell 108 acres in Northern
Virginia for $15,000,000 land to the Company. On May 7, 2004,
the Company completed this purchase. In May 2003, Patriot
agreed to sell another parcel of property for $1,638,000. The
closing of this sale is to occur no later than December 31, 2004.
These transactions have been reviewed and approved on behalf of
the Company by a committee of independent directors.
In December 2003, the Company had also agreed to purchase and on
March 31, 2004, purchased from Patriot a parcel of land and
improvements containing approximately 6,321 acres in Northeast
Florida for $13,000,000 in cash. 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.
Outlook. The product demand levels experienced in our
markets during our first three quarters appear to be sustainable
for the coming fourth quarter. The July pricing improvements
effected in our Florida cement, stone and concrete operations
have the potential to improve our future performance subject to
the vagaries of hurricane season and other negative weather
conditions typical of late summer and early fall.
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," "contemplates," "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 and electric costs;
transportation costs; inflation; quality and quantities of the
Company's aggregates reserves; residential and nonresidential
construction; public spending for federal highways and
infrastructure; governmental regulations; ocean shipping rates;
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, and
affirmatively disclaims, 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, 2003 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, as of
June 30, 2004, 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 1. Legal Proceedings
Note 14 to the Condensed Consolidated Financial Statements
included in this Form 10-Q is incorporated by reference.
Item 2. Changes in Securities and Use of Proceeds
Purchases of Equity Securities. There were no repurchases of
equity securities during the third quarter.
ISSUER PURCHASES OF EQUITY SECURITIES
(a) Total (b) Average (c) Total (d) Maximum
Number of Price Paid Number of Number (or
Shares (or per Share Shares (or Approximate
Units (or Unit) Units) Dollar Value)
Purchased Purchased of Shares (or
As Part of Units) that
Publicly May Yet Be
Announced Purchased Under
Plans or the Plans or
Programs Programs
Period
April 1, 2004
thru April 30,
2004 - - - -
May 1, 2004
thru May 31,
2004 - - - -
June 1, 2004
Thru June 30,
2004 - - - -
Total - - - -
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
19 of this Form 10-Q.
(b) Reports on Form 8-K. During the three months ended June
30, 2004, the Company filed the following reports on Form
8-K:
On April 16, 2004, a Form 8-K was filed reporting under
Item 5 "Other Events and Required FD Disclosure" that the
Trustees of the Cynthia L. Baker Trust intended to sell up
to 1,000,000 shares of common stock of the Company.
On April 21, 2004, the Company filed a Form 8-K filing a
copy of the Company's press release on earnings for the
quarter ended December 31, 2003 under Item 7 "Financial
Statements and Exhibits", Item 9 "Regulation FD
Disclosures" and Item 12 "Disclosure of Results of
Operations and Financial Condition."
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 4, 2004 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, 2004
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.
(3)(b)(5) Amendment to the Bylaws of Florida Rock
Industries, Inc. adopted May 5, 2004.
(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 May 27, 2004 among
Florida Rock Industries, Inc.; Wachovia Bank,
N.A.; Bank of America, N.A.; SunTrust Bank;
Wachovia Capital Markets, LLC and Banc of
America Securities, LLC.
(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.
(14) Financial Code of Ethical Conduct. Previously
filed with Form 10-K for the fiscal year ended
September 30, 2003. File No. 1-7159
(31)(a) Certification of John D. Baker, II
(31)(b) Certification of John D. Milton, Jr.
(31)(c) Certification of Wallace A. Patzke, Jr.
(32) Certification under Section 906 of Sarbanes-
Oxley Act of 2002
1
24