SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 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)
Registrant's telephone number, including area code: 904/355-1781
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock $.10 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No___
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.[ ]
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act). Yes X No
At December 1, 2004 the aggregate market value of the shares of
Common Stock held by non-affiliates of the registrant was
approximately $1,799,923,463. At such date there were 43,356,949
shares of the registrant's Common Stock outstanding.
Documents Incorporated by Reference
Portions of the Florida Rock Industries, Inc. 2004 Annual Report to
Shareholders are incorporated by reference in Parts I and II.
Portions of the Florida Rock Industries, Inc. Proxy Statement dated
December 17, 2004 are incorporated by reference into Part III.
PART I
Item 1. BUSINESS.
Florida Rock Industries, Inc., whose predecessors began business in 1929,
was incorporated in Florida in 1945. Florida Rock Industries, Inc. and
its subsidiaries (the "Company"), are principally engaged in three
business segments: construction aggregates, concrete products and cement
and calcium products. 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 and precast 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 are either sold,
ground or blended and then sold and sale of calcium products to the
animal feed industries. Substantially all operations are conducted in
Florida, Virginia, Georgia, Maryland, Washington D.C., Tennessee,
Alabama, North Carolina and Delaware. The Company also has an investment
in a crushed stone plant in Charlotte County, New Brunswick, Canada.
Information as to business is presented under the caption "Operating
Review" on pages 5 and 6 of the accompanying 2004 Annual Report to
Shareholders and such information is incorporated herein by reference.
Information as to business segments is presented in Note 14 of the Notes
to Consolidated Financial Statements in the accompanying 2004 Annual
Report to Shareholders and such information is incorporated herein by
reference.
Sales are subject to factors affecting the level of general construction
activity including the level of interest rates, consumer confidence,
availability of funds for construction, appropriations by federal and
state governments for construction, past overbuilding, labor relations in
the construction industry, energy shortages, material shortages, weather,
climate, and other factors affecting the construction industry in
general. Labor disputes in the construction industry may result in work
stoppages which may interrupt sales in the affected area. Precipitation
or freezing temperatures may cause a reduction in construction activity
and related demand for the Company's products. During the winter months,
sales and income of the Company's Maryland, Virginia, North Carolina,
Washington, D.C., Georgia, Tennessee, Delaware and New Brunswick
operations are adversely affected by the impact of inclement weather on
the construction industry. The Company's Florida operations usually are
not similarly affected during the winter but can be affected by inclement
weather during the hurricane season. A decrease in the level of general
construction activity in any of the Company's market areas caused by any
of the above factors may have a material adverse effect on sales and
income derived therefrom.
During 2004 the construction aggregates segment operated three crushed
stone plants, two baserock plants, nine sand plants and one industrial
sand plant in Florida. It operates six crushed stone plants, three sand
plants and owns a two-thirds interest in one crushed stone plant in
Georgia; one crushed stone plant in Tennessee; one crushed stone plant
near Auburn, Alabama; two sand and gravel plants and two crushed stone
plants in Maryland; and two crushed stone plants and two sand plants in
Virginia. The Company also operates aggregates distribution terminals in
Central and Northern Florida; Coastal Georgia; Northern Virginia;
Norfolk-Virginia Beach, Virginia; Baltimore, Maryland; the Eastern Shore
of Maryland; Delaware; and Washington, D.C. Construction aggregates are
sold throughout most of Florida with the principal exception of the
panhandle. In Georgia the Company primarily serves the regional
construction markets around Griffin, Macon, Columbus, Rome and the
southern and western portions of the Atlanta market and all of South
Georgia. In Virginia the Company primarily serves the Richmond, Norfolk,
Virginia Beach, Williamsburg and Northern Virginia markets. In Maryland
the principal markets served are the greater Baltimore area, Frederick
and Montgomery Counties and the Eastern Shore of Maryland. In Delaware
the principal market served is south central Delaware. In Florida and
Georgia shipments are made by rail and truck. In Virginia and Maryland
the Company primarily serves the regional construction markets around
Richmond, Virginia and the greater Baltimore area by truck; and the
Company's marine division ships materials by barge throughout the
Chesapeake Bay area, along the James River between Richmond and Norfolk,
Virginia Beach and as far north as Woodbridge, Virginia on the Potomac
River and Washington D. C. on the Anacostia River. One joint venture
sells products by ship from Canada into New York, South Carolina,
Georgia, Florida and the Caribbean. During October 2004, the Company
purchased a quarry on the Ohio River in Southern Illinois.
In fiscal 2004 approximately 52% of the coarse aggregates and 60% of the
sand used in the Company's concrete operations were produced by the
Company. The remaining aggregates were purchased from other suppliers
whose geographic locations coupled with transportation costs make it more
economical to serve certain of the Company's plants. At the present
time, there is an adequate supply of construction aggregates in the areas
in which the Company's concrete operations are located, except for the
Florida markets. Shortages have occurred in the Florida markets due to
the disruption in rail service primarily from the hurricanes.
The concrete products segment manufactures and markets ready mixed
concrete, concrete block, precast and prestressed concrete. It also
markets other building materials. The concrete operations serve most of
Florida with the principal exception of the panhandle; southern and
southwest Georgia; the greater Baltimore, Maryland area; the Richmond-
Petersburg-Hopewell area; Williamsburg; Hampton-Newport News; and
Norfolk/Virginia Beach areas of Virginia along with northern Virginia and
Washington, D.C.
Since ready mixed concrete hardens rapidly, delivery is time constrained
and generally confined to a radius of approximately 20 to 25 miles from
the producing plant.
The Company's annual capacity at its 11 operating concrete block plants
is approximately 76 million 8x8x16 equivalent units of block based on
current operating schedules.
At most of the Florida and Georgia concrete facilities, the Company
purchases and resells building material items related to the use of ready
mixed concrete and concrete block. Prestressed concrete products for
commercial developments and bridge and highway construction are produced
in Wilmington, North Carolina. Precast concrete lintels and other
building products are produced in Kissimmee, Florida.
The cement and calcium products segment produces portland and masonry
cement in Newberry, Florida which is sold in both bulk and bags to the
concrete and concrete products industry. Calcium products for the animal
feed industry are produced in Brooksville, Florida. Cement and slag is
imported into Tampa, Florida and some of the cement is sold and the
balance is either blended or bagged. The slag is ground and either sold
or blended and then sold. Clinker is imported into Port Manatee,
Florida and is ground into cement and sold.
During fiscal 2004, the Company's concrete operations purchased cement
from 10 outside suppliers, the three largest of which supplied
approximately 36% of the cement used by the Company in its ready mixed
concrete, concrete block, and prestressed and precast concrete
operations. In addition, the cement segment supplied approximately 28%
of the cement used by the Company's concrete operations. During the
third quarter of fiscal 2004, supplies of cement became extremely tight.
This shortage was driven by record level of demand for cement in the
Florida markets, unusual downtime at some of our competitors' plants and
no availability of increased imports or shipping vessels to fill the gaps
due to stronger international demand for cement. This tight supply
continued into the fourth quarter but poor weather conditions during
August and September reduced the demand and supply was adequate for
demand during those months. As the demand return to more normal levels
during fiscal 2005, there is no assurance that supplies will remain
adequate for demand. The Company has applied to the Florida Department
of Environmental Protection for a permit to expand production at its
Newberry plant. This proposed expansion is in reaction to the shortage
of domestic cement production capacity compared to projected demand.
The Company's construction aggregates, concrete products and cement are
sold in competition with other producers of the same type of construction
aggregates, concrete products and cement as well as in competition with
other types of construction aggregates, concrete products and cement.
The Company's concrete products compete with other building materials
such as asphalt, brick, lumber, steel and other products. The Company
believes that price, plant location, transportation costs, service,
product quality and reputation are the major factors that affect
competition within a given market. Because of the relatively high
transportation costs associated with construction aggregates, concrete,
cement and calcium products, competition is often limited to products or
competitors in relatively close proximity to production facilities.
Exceptions exist for areas that may be served by river barges, ocean-
going vessels or rail lines.
The Company does not believe that backlog information accurately reflects
anticipated annual revenue or profitability from year to year.
The Company's operations are subject to and affected by federal, state
and local laws and regulations relating to the environment, health and
safety and other regulatory matters. Certain of the Company's
operations may from time to time involve the use of substances that are
classified as toxic or hazardous substances within the meaning of these
laws and regulations. Environmental operating permits are, or may be,
required for certain of the Company's operations and such permits are
subject to modification, renewal and revocation. The Company regularly
monitors and reviews its operations, procedures and policies for
compliance with these laws and regulations. Despite these compliance
efforts, risk of environmental liability is inherent in the operation of
the Company's businesses. Such regulations have not had a material
adverse impact in recent years and are not expected to have a material
adverse effect on the Company's capital expenditures or operating results
over the next year. However, as is the case with other companies
engaged in similar businesses, there can be no assurance that
environmental liabilities or subsequent changes in environmental
regulations will not have a material adverse effect on the Company in the
future. Additional information concerning environmental matters is
presented in Item 3 "Legal Proceedings" of this Form 10-K and such
information is incorporated herein by reference.
Employees. The Company employed 3,208 persons at September 30, 2004.
EXECUTIVE OFFICERS OF THE COMPANY
Name Age Office Position Since
Edward L. Baker 69 Chairman of the Board May 1989
John D. Baker II 56 President and Chief February 1996
Executive Officer
John D. Milton, Jr. 59 Executive Vice President, January 2001
Treasurer and Chief
Financial Officer
C. J. Shepherdson 88 Vice President September 1972
Thompson S. Baker II 46 Vice President August 1991
George J. Hossenlopp 61 Vice President May 2002
Clarron E. Render, Jr. 62 Vice President August 1991
Wallace A. Patzke, Jr. 57 Vice President, Controller August 1997
and Chief Accounting Officer
H. W. Walton 59 Vice President,Environment, September 2004
Safety,Health and
Organizational Development
Scott L. McCaleb 52 Vice President, Corporate December 2002
Development
Dennis D. Frick 62 Secretary October 1992
John W. Green 52 Assistant Secretary October 1988
John D. Milton, Jr. joined the Company in January 2001 and was elected
Executive Vice President, Treasurer and Chief Financial Officer. Prior to
joining the Company he was a partner in the law firm of Martin, Ade,
Birchfield & Mickler, PA.
George J. Hossenlopp has been employed by the Company since February 1980 and
has held various positions. Most recently, he was division president for
concrete operations in the Richmond-Tidewater areas of Virginia.
H. W. Walton has been employed by the Company since August 1985 and has held
various positions. Most recently, he served as Vice President, Human
Resources and Quality from May 2001 and prior to that he was Director of
Quality since April 1998.
Scott L. McCaleb has been employed by the Company since June 1994 and has
held various positions. He has been Director of Corporate Development since
January 2000. Prior to that date he was division president for the Georgia
Aggregates operation since June 1997.
All other officers have been employed by the Company in their respective
positions for the past five years.
Edward L. Baker and John D. Baker II are brothers. Thompson S. Baker II is
the son of Edward L. Baker.
All executive officers of the Company are elected by the Board of Directors.
Item 2. PROPERTIES.
The Company's principal properties are located in Florida, Georgia,
Tennessee, Alabama, North Carolina, Virginia, Washington, D.C., Maryland and
Delaware. The following table summarizes the Company's principal construction
aggregates production and cement and calcium production facilities and
estimated reserves at September 30, 2004.
Tons Tons of
Delivered in Estimated Approximate
Year Ended Reserves Acres
9/30/04 9/30/04 (L-Leased)(a) Lease
(000's) (000's) (O-Owned) Description
Three crushed stone
plants in Florida
located at Gulf
Hammock (which also
produces agricultural
limestone), Ft. Myers
(which also produces
baserock), and Miami 5 leases
(which also produces L- 4,428 expiring from
baserock) 7,891 290,000 O- 8,178 2005 to 2046
Seven crushed stone plants
in Georgia located at
Griffin, Forest Park,
Macon, Tyrone, Columbus,
Six Mile and Paulding
County, one crushed stone
plant located near
Auburn, Alabama, one 10 leases
crushed stone plant located L- 2,308 expiring from
in Chattanooga, Tennessee 10,888 535,600 O- 1,731 2005 to 2046
Two crushed stone plants
located at Havre de Grace
and Frederick, Maryland,
two located near Richmond,
Virginia and one joint
Venture plant in Charlotte 1 lease
County, New Brunswick L- 106 expiring
Canada 10,083 277,100 O- 1,232 2018
Two baserock plants 3 leases
located at Ft. Pierce expiring
and Sunniland, Florida 774 16,600 L-13,620 2005 to 2041
Nine sand plants located
at Keystone Heights,
Astatula, Lake County,
Marion County (two
locations), Keuka,
Grandin, LaBelle and
Lake Wales, Florida;
three sand plants located
Tons Tons of
Delivered in Estimated Approximate
Year Ended Reserves Acres
9/30/04 9/30/04 (L-Leased)(a) Lease
(000's) (000's) (O-Owned) Description
at Albany, Leesburg and
Bainbridge, Georgia;
two sand and gravel plants
located at Goose Bay and
Leonardtown, Maryland, and 14 leases
two sand plants at Charles L- 12,975 expiring from
City, Virginia 11,580 291,500 O- 2,912 2005 to 2046
The Company has a Portland
cement plant located at
Newberry, Florida, one fine
grinding plant located at
Brooksville, Florida, a cement
grinding plant at Port Manatee,
Florida and a cement grinding 2 leases
and blending plant at Tampa O- 876 expiring from
Florida 2,956 143,100 L- 6,951 2020 to 2046
Future reserves:
Sand:
Lake County, Florida(c) 22,700 L- 1,290
(two locations) O- 654
Polk County, Florida
(two locations) 36,000 O- 924
Putnam County, Florida
(two locations) 114,100(b) O- 494
Limerock:
Brooksville, Florida 91,000(b)
Newberry, Florida 69,400(b)
Crushed Stone:
Muscogee County 33,000 L- 142 1 lease
Georgia expiring in 2019
Lamar County, Georgia 57,000 O- 588
Havre de Grace, Maryland(c) 121,600(b)
Carroll County, Maryland 41,250 O- 413
Port Deposit, Maryland (c) 185,700 O- 427
Ft. Myers, Florida (c) 133,000(b)
Hardrock:
Hardin County, Illinois (d) 49,376 O- 141
(a) Leased acreage includes all properties not owned by the Company as to
which the Company has at least the right to mine construction aggregates
for the terms specified.
(b) Acres are included in the first line of the above table.
(c) All the required zoning or permits for these locations have not yet
been obtained.
(d) Acquisition of this location completed in October 2004.
The Company operates thirteen construction aggregates distribution terminals
located in Florida (four), Georgia (two), Maryland (three), Virginia (two),
Delaware (one) and Washington D. C. (one) comprising approximately 181 acres,
of which the Company owns 128 and leases 53 acres.
The Company has 109 sites for its ready mixed concrete, concrete block and
prestressed concrete plants in Florida, Georgia, North Carolina, Virginia and
Maryland aggregating approximately 816 acres. Of these acres, the Company owns
approximately 777 and leases approximately 39. The lease terms vary from
month-to-month to expiring in 2019.
The Company leases, from Patriot Transportation Holding, Inc., ("Patriot")
approximately six acres with two office buildings in Jacksonville, Florida,
which are used for its executive offices and an administrative office space in
Sparks, Maryland. A subsidiary leases administrative office space in
Springfield, Virginia. A subsidiary owns administrative offices in Richmond,
Virginia. In addition, the Company owns approximately 19 acres in Maryland,
which are used for shop facilities and 6,340 acres in Suwannee and Columbia
counties in Florida held for investment.
The Company owns certain other properties which are summarized as follows:
Approximate
Type Property (1) State Acres
Industrial/Commercial Virginia 93
Industrial/Commercial Florida 123
Industrial/Commercial Maryland 1,164
Industrial/Commercial North Carolina 27
(1) The properties owned by the Company are grouped by current or proposed
use. Such use may be subject to obtaining appropriate rezoning, zoning
variances, subdivision approval, permits, licenses, and complying with various
zoning, building, environmental and other regulations of various federal,
state, and local authorities.
At September 30, 2004 certain property, plant and equipment with a carrying
value of $13,114,000 were pledged to secure industrial development revenue
bonds and certain other notes and contracts with an outstanding principal
balance totaling $29,722,000 on such date.
Item 3. LEGAL PROCEEDINGS.
In November 2000, the United States Environmental Protection Agency through the
offices of the United States Attorney for the District of Columbia commenced an
investigation of DC Materials, Inc. and Cardinal Concrete Company, both
subsidiaries of the Company, with respect to a parcel of real property leased
by DC Materials, Inc. in the District of Columbia. The investigation consists
of looking into possible violations of the Clean Water Act in connection with
the discharge of runoff water at the aforementioned site. 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 was held on October 22,
2004. The Court has not yet ruled on the Motions for Summary Judgment. 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.
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 to the First
District Court of Appeals of Florida. On January 23, 2003, the Court affirmed
the lower Court's decision and held that Alachua County could not enforce the
Developer's Agreement. This decision has not been appealed.
Note 16 to the Consolidated Financial Statements included in the accompanying
2004 Annual Report to Shareholders is incorporated herein by reference.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No reportable events.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
There were approximately 856 holders of record of Florida Rock Industries, Inc.
common stock, $.10 par value, as of December 01, 2004. The Company's common
stock is traded on the New York Stock Exchange (Symbol: FRK). Information
concerning stock prices and dividends paid during the past two years is
included under the caption "Quarterly Results" on page 14 of the Company's 2004
Annual Report to Shareholders and such information is incorporated herein by
reference.
Purchases of Equity Securities. There were no repurchases of equity
securities during the fourth 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
July 1, 2004
thru July 31,
2004 - - - -
August 1, 2004
thru August 31,
2004 - - - -
September 1, 2004
Thru September
30, 2004 - - - -
Total - - - -
Item 6. SELECTED FINANCIAL DATA.
Information required in response to this Item 6 is included under the caption
"Five Year Summary" on page 7 of the Company's 2004 Annual Report to
Shareholders, and such information is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Information required in response to this Item 7 is included under the captions
"Management Analysis" on pages 8 through 13; and in Notes 1 through 17 to the
Consolidated Financial Statements included in the accompanying 2004 Annual
Report to Shareholders and in Item 3 "Legal Proceedings" of this Form 10-K.
Such information is incorporated herein by reference.
Item 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company's operations are subject to factors affecting the level of general
construction activity including the level of interest rates, availability of
funds for construction and other factors affecting the construction industry. A
significant decrease in the level of general construction activity in any of
the Company's market areas may have a material adverse effect on the Company's
sales and income derived thereof.
The Company is exposed to market risk from changes in interest rates. For its
cash and cash equivalents a change in interest rates affects the amount of
interest income that can be earned. For its debt instruments changes in
interest rates affect the amount of interest expense incurred.
The following table provides information about the Company's financial
instruments and the maturity dates thereof that are sensitive to changes
in interest rates (in thousands):
There- Fair
2005 2006 2007 2008 2009 after Total Value
Long-term debt at
fixed rates $ 221 77 67 72 178 383 998 1,075
Weighted average
interest rate 7.5% 7.5 7.5 7.6 7.6
Long-term debt at
variable interest
rate $ 1,900 2,600 5,075 3,975 1,600 27,900 43,050 43,050
Weighted average
interest 2.3%
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information required in response to this Item 8 is included under the
caption "Quarterly Results" on page 14 and on pages 15 through 29 of the
Company's 2004 Annual Report to Shareholders. Such information is
incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
On July 21, 2004, the Audit Committee of the Board of Directors of Florida
Rock Industries, Inc. (the "Company"), engaged KPMG LLP ("KPMG") to serve
as the Company's principal public accountants for a three year term
beginning with fiscal year 2005. On July 21, 2004, the Company's Audit
Committee notified Deloitte & Touche LLP ("Deloitte & Touche") of their
intent to dismiss Deloitte & Touche as the Company's principal public
accountants, effective upon completion of the audit of the Company's
consolidated financial statements for the 2004 fiscal year.
Deloitte & Touche's reports on the consolidated financial statements of
the Company and its subsidiaries for the two most recent fiscal years
ended September 30, 2004 did not contain any adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit
scope, or accounting principles, except that their reports included
unqualified opinions with an explanatory paragraph to disclose that
effective October 1, 2002, the Company changed its method of accounting
for its costs of reclamation to conform to Standard of Financial
Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations".
During the Company's two most recent fiscal years ended September 30,
2004, there were no disagreements between the Company and Deloitte &
Touche on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements
if not resolved to Deloitte & Touche's satisfaction, would have caused
them to make reference to the subject matter of the disagreement in
connection with their reports; and there were no reportable events as
described in Item 304(a)(1)(v) of Regulation S-K.
During the Company's two most recent fiscal years ended September 30, 2004
the Company did not consult KPMG with respect to the application of
accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Company's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) and (ii) of
Regulation S-K.
Item 9.A CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
As required by Rule 13a-15 under the Exchange Act, as of September 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 III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information regarding the executive officers of the Company is set forth
under the caption "Executive Officers of the Company" in Part I of this
Form 10-K.
Information concerning directors required in response to this Item 10 is
included under the captions "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Company's Proxy
Statement dated December 17, 2004, and such information is incorporated
herein by reference.
Information regarding the corporate governance practices of the Company,
including information regarding which members of the audit committee are
audit committee financial experts and the code of conduct applicable to
principal executive officers, principal financial officers and principal
accounting officers (a copy of which is included as an exhibit to this
Form 10-K), is included under the caption "Election of Directors" in the
Company's Proxy Statement dated December 17, 2004, and such information is
incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION.
Information required in response to this Item 11 is included under the
captions "Executive Compensation," "Compensation Committee Report,"
"Compensation Committee Interlocks and Insider Participation," and
"Shareholder Return Performance" in the Company's Proxy Statement dated
December 17, 2004 and such information is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following table summarizes certain information concerning the
Company's equity compensation plans:
Number of securities Number of securities
to be issued upon available for future
exercise of Weighted average issuance under equity
outstanding exercise price of compensation plans
options, warrants outstanding options, (excluding securities
Plan Category and rights(A) warrants and rights reflected in column(A)
Equity compen-
sation plans
approved by
security holders 2,461,858 $ 12.36 1,096,432
Equity compen-
sations plans
not approved
by security
holders - - -
Total 2,461,858 $ 12.36 1,096,432
For additional information, see note 9 of the Notes of Consolidated
Financial Statements.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required in response to this Item 13 is included under the
captions "Compensation Committee Interlocks and Insider Participation" and
"Certain Relationships and Related Transactions" in the Company's Proxy
Statement dated December 17, 2004.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information required in response to this Item 14 is included under the
caption "Audit Committee Report - Audit and Non-Audit Fees" in the
Company's Proxy Statement dated December 17, 2004.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1)and (2)Financial Statements and Financial Statement Schedules.
The response to this item is submitted as a separate section. See
Index to Financial Statements and Financial Statement Schedules on
page 20 of this Form 10-K.
(3)Exhibits
The response to this item is submitted as a separate section. See
Exhibit Index on pages 17 through 19 of this Form 10-K.
(b) Reports on Form 8-K.
During the three months ended September 30, 2004, the Company
filed the following reports on Form 8-K.
1) On July 21, 2004, filing a copy of the Company's press release
on earnings for the quarter ended June 30, 2003 under Item 7
"Financial Statements and Exhibits", Item 9 "Regulation FD
Disclosures" and Item 12 "Results of Operations and Financial
Conditions."
2) On July 27, 2004 reporting a change in principal public
accounting firm for fiscal 2005 under Item 4. "Changes in
Registrant's Certifying Accountant" and Item 7. "Financial
Statements, Pro Forma Financial Information and Exhibits".
3) On August 23, 2004 reporting developments in a lawsuit filed in
June 2003 by three environmental organizations in the U.S.
District Court for the District of Columbia under Item 8.0.1
"Other Events."
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.
DECEMBER 01, 2004 FLORIDA ROCK INDUSTRIES, INC.
By JOHN D. BAKER, II
John D. Baker, II
President and Chief
Executive Officer
By JOHN D. MILTON, JR.
John D. Milton, Jr.
Executive Vice President
Treasurer and Chief
Financial Officer
By WALLACE A. PATZKE, JR.
Wallace A. Patzke, Jr.
Vice President, Controller
and Chief Accounting
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on December 01, 2004.
JOHN D. BAKER, II J. DIX DRUCE, JR.
John D. Baker, II J. Dix Druce, Jr.
Director, President and Chief Director
Executive Officer
(Principal Executive Officer) LUKE E. FICHTHORN, III
Luke E. Fichthorn, III
JOHN D. MILTON, JR. Director
John D. Milton, Jr.
Executive Vice President, Treasurer TILLIE K. FOWLER
and Chief Financial Officer Tillie K. Fowler
(Principal Financial Officer) Director
WALLACE A. PATZKE, JR. EDWARD L. BAKER
Wallace A. Patzke, Jr. Edward L. Baker
Vice President, Controller and Director
Chief Accounting Officer
(Principal Accounting Officer) THOMPSON S. BAKER, II
Thompson S. Baker, II
FRANCIS X. KNOTT Director
Francis X. Knott
Director G. KENNEDY THOMPSON
G. Kennedy Thompson
ALVIN R. CARPENTER Director
Alvin R. Carpenter
Director WILLIAM H. WALTON
William H. Walton
Director
FLORIDA ROCK INDUSTRIES, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004
EXHIBIT INDEX
[Item 14(a)(3)]
(3)(a)(1) Restated Articles of Incorporation of Florida Rock
Industries, Inc., filed with the Secretary of State of
Florida on May 9, 1986, incorporated by reference to an
exhibit previously filed with Form 10-Q for the quarter
ended December 31, 1986. File No. 1-7159.
(3)(a)(2) Amendment to the Articles of Incorporation of Florida
Rock Industries, Inc. filed with the Secretary of State
of Florida on February 19, 1992, incorporated by
reference to an exhibit previously filed with Form 10-K
for the fiscal year ended September 30, 1993. File No.
1-7159.
(3)(a)(3) Amendments to the Articles of Incorporation of Florida
Rock Industries, Inc. filed with the Secretary of State
of Florida on February 7, 1995, incorporated by
reference to an appendix to the Company's Proxy
Statement dated December 15, 1994. File No. 1-7159.
(3)(a)(4) Amendment to the Articles of Incorporation of Florida
Rock Industries, Inc. filed with the Secretary of State
of Florida on February 4, 1998, incorporated by
reference to an exhibit previously filed with Form 10-Q
for the quarter ended March 31, 1998. File No. 1-7159.
(3)(a)(5) Amendment to the Articles of Incorporation of Florida
Rock Industries, Inc. filed with the Secretary of State
of Florida on May 6, 1999. A form of such amendment was
previously filed as Exhibit 4 to the Company's Form 8-K
dated May 5, 1999 and is incorporated by reference
herein. File No. 1-7159.
(3)(b)(1) Restated Bylaws of Florida Rock Industries, Inc.,
adopted December 1, 1993, incorporated by reference to
an exhibit previously filed with Form 10-K for the
fiscal year ended September 30, 1993. File No. 1-7159.
(3)(b)(2) Amendment to the Bylaws of Florida Rock Industries, Inc.
adopted October 5, 1994, incorporated by reference to an
exhibit previously filed with Form 10-K for the fiscal
year ended September 30, 1994. File No. 1-7159.
(3)(b)(3) Amendment to the Bylaws of Florida Rock Industries, Inc.
adopted February 4, 1998, incorporated by reference to
an exhibit previously filed with Form 10-Q for the
quarter ended March 31, 1998. File No. 1-7159.
(3)(b)(4) Amendment to the Bylaws of Florida Rock Industries, Inc.
adopted December 5, 2001 incorporated by referenced 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 Bylaws of Florida Rock Industries Inc.
adopted May 5, 2004 incorporated by reference to an
exhibit previously filed with Form 10-Q for the quarter
ended June 30, 2004. File No. 1-7159.
(4)(a) Articles III, VII, and XIII of the Articles of
Incorporation of Florida Rock Industries, Inc.,
incorporated by reference to exhibits previously filed
with Form 10-Q for the quarter ended December 31, 1986
and Form 10-K for the fiscal year ended September 30,
1993. And Articles XIV and XV, incorporated by
reference as appendix to the Company's Proxy Statement
dated December 15, 1994. File No. 1-7159.
(4)(b) Credit Agreement dated as of 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 incorporated by
reference to an exhibit previously filed with Form 10-Q
for the quarter ended June 30, 2004. File No. 1-7159.
(4)(c) The Company and its consolidated subsidiaries have other
long-term debt agreements which do not exceed 10% of the
total consolidated assets of the Company and its
subsidiaries, and the Company agrees to furnish copies
of such agreements and constituent documents to the
Commission upon request.
(4)(d) Rights Agreement, dated as of May 5, 1999 between the
Company and First Union National Bank, incorporated by
reference to Exhibit 4 to the Company's Form 8-K dated
May 5, 1999. File No. 1-7159.
(10)(a) Employment Agreement dated June 12, 1972 between Florida
Rock Industries, Inc. and Charles J. Shepherdson, Sr.
and form of Addendum thereto, incorporated by reference
to an exhibit previously filed with Form S-1 dated June
29, 1972. File No. 2-44839
(10)(b) Addendums dated April 3, 1974 and November 18, 1975 to
Employment Agreement dated June 12, 1972 between Florida
Rock Industries, Inc., and Charles J. Shepherdson, Sr.,
incorporate by reference to an exhibit previously filed
with Form 10-K for the fiscal year ended September 30,
1975. File No. 1-7159.
(10)(c) Amended Medical Reimbursement Plan of Florida Rock
Industries, Inc., effective May 24, 1976, incorporated
by reference to an exhibit previously filed with Form
10-K for the fiscal year ended September 30, 1980.
File No. 1-7159.
(10)(d) Amendment No. 1 to Amended Medical Reimbursement Plan of
Florida Rock Industries, Inc. effective July 16, 1976,
incorporated by reference to an exhibit previously filed
with Form 10-K for the fiscal year ended September 30,
1980. File No. 1-7159
(10)(e) Tax Service Reimbursement Plan of Florida Rock
Industries, Inc. effective October 1, 1976, incorporated
by reference to an exhibit previously filed with Form
10-K for the fiscal year ended September 30, 1980.
File No. 1-7159.
(10)(f) Amendment No. 1 to Tax Service Reimbursement Plan of
Florida Rock Industries, Inc., incorporated by reference
to an exhibit previously filed with Form 10-K for the
fiscal year ended September 30, 1981. File No. 1-7159.
(10)(g) Amendment No. 2 to Tax Service Reimbursement Plan of
Florida Rock Industries, Inc., incorporated by reference
to an exhibit previously filed with Form 10-K for the
fiscal year ended September 30, 1985. File No. 1-7159.
(10)(h) Summary of Management Incentive Compensation Plan as
amended effective October 1, 1992, incorporated by
reference to an exhibit previously filed with Form 10-K
for the fiscal year ended September 30, 1993. File No.
1-7159.
(10)(i) Florida Rock Industries, Inc. Management Security Plan,
incorporated by reference to an exhibit previously filed
with Form 10-K for the fiscal year ended September 30,
1985. File No. 1-7159.
(10)(j) Various mining royalty agreements with Patriot or its
subsidiary, none of which are presently believed to be
material individually, but all of which may be material
in the aggregate, incorporated by reference to exhibits
previously filed with Form 10-K for the fiscal year
ended September 30, 1986. File No. 1-7159.
(10)(k) Florida Rock Industries, Inc. 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.
(11) Computation of Earnings Per Common Share.
(13) The Company's 2004 Annual Report to Shareholders,
portions of which are incorporated by reference in this
Form 10-K. Those portions of the 2004 Annual Report to
Shareholders, which are not incorporated by reference,
shall not be deemed to be filed as part of this Form 10-
K.
(14) Financial Code of Ethical Conduct. Incorporated by
reference to an Exhibit previously filed with the Form
10-K for the fiscal year ended September 30, 2003.
File No. 1-7159.
(21) Subsidiaries of the Company.
(23) Consent of Deloitte & Touche LLP appears on page 20 of
this Form 10-K.
(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
FLORIDA ROCK INDUSTRIES, INC.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
(Item 15(a)(1) and (2))
Page
Consolidated Financial Statements:
Consolidated balance sheets at September 30, 2004 and 2003 16(a)
For the years ended September 30, 2004, 2003 and 2002:
Consolidated statements of income 15(a)
Consolidated statements of shareholders' equity 18(a)
Consolidated statements of cash flows 17(a)
Notes to consolidated financial statements 19-28(a)
Report of Independent Registered Public Accounting Firm 29(a)
Selected quarterly financial data (unaudited) 14(a)
Independent Registered Public Accounting Firm Consent 21(b)
Report of Independent Registered Public Accounting Firm
on Financial Statement Schedule 22(b)
Consolidated Financial Statement Schedule:
II - Valuation and qualifying accounts 23(b)
(a) Refers to the page number in the Company's 2004 Annual Report to
Shareholders. Such information is incorporated by reference in Item 8
of this Form 10-K.
(b) Refers to the page number in this Form 10-K.
All other financial statement schedules have been omitted, as they are not
required under the related instructions, are inapplicable, or because the
information required is included in the footnotes to the consolidated financial
statements.
Exhibit 23
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT
We consent to the incorporation by reference in the Post Effective Amendments
No. 1 to the Registration Statements Nos. 2-68961 and 2-76401 and in
Registration Statements Nos. 33-56430, 33-56428, 33-55128, 33-56322, 33-26775,
33-18873, 33-47618 and 333-121007 of Florida Rock Industries, Inc. on Forms S-8
of our reports dated December 01, 2004, incorporated by reference and included
in this Annual Report on Form 10-K of Florida Rock Industries, Inc. for the
year ended September 30, 2004.
DELOITTE & TOUCHE LLP
Jacksonville, Florida
December 6, 2004
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Florida Rock Industries, Inc.
Jacksonville, Florida
We have audited the consolidated financial statements of Florida Rock
Industries, Inc. and subsidiaries (the "Company") as of September 30, 2004 and
2003, and for each of the three years in the period ended September 30, 2004,
and have issued our report thereon dated December 01, 2004; such consolidated
financial statements and report are included in your 2004 Annual Report to
Shareholders and are incorporated herein by reference. Our audits also
included the financial statement schedule of the Company, listed in Item 15.
This financial statement schedule is the responsibility of the Company
management. Our responsibility is to express an opinion based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Jacksonville, Florida
December 01, 2004
FLORIDA ROCK INDUSTRIES, INC.
SCHEDULE II (CONSOLIDATED) - VALUATION AND QUALIFYING ACCOUNTS
YEAR ENDED SEPTEMBER 30, 2004, 2003, AND 2002
Additions
Balance at Charged to Charged Balance
Beginning Costs and to Other at End
Description of Year Expenses Accounts Deductions of Year
Year ended
September 30,
2004:
Allowance for $ 3,419,357 776,683 (50,000)C 1,591,538 a 2,554,502
doubtful
accounts
Accrued risk
insurance
reserve $13,147,330 10,956,265 7,036,670b 17,066,925
Asset
retirement
obligations $ 8,648,576 361,288 212,866 e 189,252 b 9,033,478
Year ended
September 30,
2003:
Allowance for
Doubtful
accounts $ 1,694,319 1,170,229 1,250,000 c 695,191a 3,419,357
Accrued risk
insurance
reserves $11,486,667 8,238,673 6,578,010b 13,147,330
Asset
retirement
obligations(d) $ - 363,421 8,824,958 e 539,803b 8,648,576
Year ended
September 30,
2002:
Allowance for
doubtful
accounts $ 1,993,186 1,025,453 1,324,320a 1,694,319
Accrued risk
insurance
reserves $ 9,496,916 8,372,389 6,382,638b 11,486,667
Accrued
reclamation
costs (d) $ 7,133,396 671,537 596,726b 7,208,207
a) Accounts written off less recoveries
b) Payments
c) For 2003 allowance for doubtful receivables established in an acquisition
and for fiscal 2004 an adjustment due to finalization of the purchase price
allocation.
d) Effective October 1, 2003, the Company adopted FASB 143 and Accounting for
Accrued Reclamation was changed.
e) Initial liability recorded upon adoption of FASB 143 plus new obligations
established in fiscal 2003 and 2004.
23