-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IpHszu+e/Xquo6vR2jML0/XQ++EhZYA5jYMUfTDbwgiTRyrCu0kOBRBlD7DTO7Xb VQGRG5EF6H4c2bncP24z2A== 0000844059-96-000005.txt : 19960814 0000844059-96-000005.hdr.sgml : 19960814 ACCESSION NUMBER: 0000844059-96-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960813 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRP PROPERTIES INC CENTRAL INDEX KEY: 0000844059 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING & COURIER SERVICES (NO AIR) [4210] IRS NUMBER: 592924957 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-26115 FILM NUMBER: 96610894 BUSINESS ADDRESS: STREET 1: 155 EAST 21ST STREET CITY: JACKSONVILLE STATE: FL ZIP: 32206 BUSINESS PHONE: 9043551781 MAIL ADDRESS: STREET 1: 155 E 21ST ST CITY: JACKSONVILLE STATE: FL ZIP: 32206 10-Q 1 FRP PROPERTIES, INC. 10-Q 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, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 33-26115 FRP PROPERTIES, INC. (Exact name of registrant as specified in its charter) Florida 59-2924957 (State or other jurisdiction of (I.R.S. Employer) incorporation or organization) Identification No.) 155 East 21st Street, Jacksonville, Florida 32206 (Address of principal executive offices) (Zip Code) 904/355-1781 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of August 1, 1996: 3,500,194 shares of $.10 par value common stock. FRP PROPERTIES, INC. CONSOLIDATED CONDENSED BALANCE SHEET (In thousands) (Unaudited) June 30, September 30, 1996 1995 ASSETS Current assets: Cash and cash equivalents $ 304 $ 392 Accounts receivable: Affiliate 266 300 Other 5,585 5,504 Less allowance for doubtful accounts (244) (218) Inventory of parts and supplies 391 501 Prepaid expenses 1,818 2,016 Total current assets 8,120 8,495 Other assets: Real estate held for investment, at cost 6,093 6,065 Goodwill 1,338 1,368 Other 1,861 2,110 Total other assets 9,292 9,543 Property, plant and equipment, at cost 132,165 127,174 Less accumulated depreciation and depletion (42,067) (43,855) Net property, plant and equipment 90,098 83,319 $ 107,510 $101,357 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term note payable to bank $ 5,400 $ 1,800 Accounts payable: Affiliate 126 136 Other 977 1,415 Accrued liabilities 3,791 3,419 Long-term debt due within one year 326 347 Total current liabilities 10,620 7,117 Long-term debt 26,286 25,503 Deferred income taxes 5,787 4,220 Other liabilities 2,922 2,895 Stockholders' equity: Preferred stock, no par value; 5,000,000 shares authorized - - Common stock, $.10 par value; 25,000,000 shares authorized, 3,541,194 shares issued (3,681,594 at September 30, 1995) 354 368 Capital in excess of par value 20,769 23,622 Retained earnings 40,772 37,632 Total stockholders' equity 61,895 61,622 $ 107,510 $101,357 See accompanying notes. FRP PROPERTIES, INC. CONSOLIDATED CONDENSED STATEMENT OF INCOME (In thousands except per share and share amounts) (Unaudited) THREE MONTHS NINE MONTHS ENDED JUNE 30 ENDED JUNE 30 1996 1995 1996 1995 Revenues: Affiliates $ 1,621 $ 1,514 $ 4,728 $ 4,371 Non-affiliates 15,085 13,935 43,248 39,070 16,706 15,449 47,976 43,441 Cost of operations 12,656 11,367 36,712 32,265 Gross profit 4,050 4,082 11,264 11,176 Selling, general and administrative expense: Affiliate 351 324 1,053 959 Non-affiliates 1,130 1,083 3,393 3,221 1,481 1,407 4,446 4,180 Operating profit 2,569 2,675 6,818 6,996 Interest expense (595) (551) (1,705) (1,382) Interest income 18 11 35 37 Other income (expense), net - 1 - 29 Income before income taxes 1,992 2,136 5,148 5,680 Provision for income taxes 777 833 2,008 2,215 Net income $1,215 $1,303 $ 3,140 $ 3,465 Earnings per common share $.33 $.34 $.84 $.90 Cash dividends NONE NONE NONE NONE Number of shares used in computing earnings per common share 3,650,401 3,811,828 3,712,615 3,846,463 See accompanying notes. FRP PROPERTIES, INC. CONSOLIDATED STATEMENT OF CASH FLOWS NINE MONTHS ENDED JUNE 30, 1996 and 1995 (In thousands) (Unaudited) 1996 1995 Cash flows from operating activities: Net Income $3,140 $3,465 Adjustments to reconcile net income to net cash provided from operating activities: Depreciation, depletion and amortization 5,682 5,605 Net changes in operating assets and liabilitie Increase in accounts receivable (36) (874) Decrease in inventory of parts and supplies 110 49 (Increase) decrease in prepaid expenses 198 (271) Decrease in accounts payable and accrued liabilities (9) (901) Increase in deferred taxes 1,500 912 Net change in insurance reserve and other liabilities 28 21 Gain on sale of real estate, plant and equipment (647) (587) Other, net (38) (89) Net cash provided from operating activities 9,928 7,330 Cash flows from investing activities: Purchase of property, plant and equipment (12,069) (14,468) Purchase of real estate held for investment (32) - Additions to other assets (130) (269) Proceeds from sale of real estate held for investment, property, plant and equipment, and other assets. 720 300 Net cash used in investing activities (11,511) (14,437) Cash flows from financing activities: Proceeds from long-term debt 3,000 10,750 Net increase (decrease) in short-term debt 3,600 (2,000) Repayment of debt (2,238) (179) Repurchase of Company stock (2,867) (2,038) Net cash provided from financing activities 1,495 6,533 Net decrease in cash and cash equivalents (88) (574) Cash and cash equivalents at beginning of year 392 821 Cash and cash equivalents at end of the period $304 $247 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest expense, net of amount capitalized $1,724 $1,347 Income taxes paid (received) ($28) $2,813 Noncash investing and financing activities: Additions to property, plant and equipment from exchanges $1,900 $495 See accompaning notes. FRP PROPERTIES, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS JUNE 30, 1996 (Unaudited) (1) Basis of Presentation. The accompanying consolidated condensed financial statements include the accounts of the Company and its subsidiaries. These statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for the interim period have been included. Operating results for the nine months ended June 30, 1996, are not necessarily indicative of the results that may be expected for the year ended September 30, 1996. The accompanying 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 FRP Properties, Inc. for the year ended September 30, 1995. (2) Earnings Per Share. Earnings per share are based on the weighted average number of shares outstanding and common stock equivalents, where applicable, during the periods. Fully diluted earnings per share are not reported because the effect would have been less than 3% dilutive. (3) Contingent Liabilities. The Company and its subsidiaries are subject to legal proceedings and claims arising out of their businesses that cover a wide range of matters. Additional information concerning these matters is presented in Note 10 to the consolidated financial statements included in the Company's 1995 Annual Report to stockholders, in Item 3 "Legal Proceedings" of the Company's Form 10-K for fiscal 1995 and in Part II, Item 1 "Legal Proceedings" of the Company's Form 10-Q for the quarter ended March 31, 1996. Such information is incorporated herein by reference. MANAGEMENT'S DISCUSSION AND ANALYSIS Operating Results The following table summarizes the Company's revenues, cost of operations, and gross profit by its business segments (in thousands): Three Months Nine Months Ended June 30, Ended June 30, 1996 1995 1996 1995 Revenues: Transportation $14,402 $12,727 $41,529 $36,361 Real estate 2,144 2,524 6,279 6,882 Sale of real estate 160 198 168 198 $16,706 $15,449 $47,976 $43,441 Cost of operations: Transportation $11,722 $10,278 $33,876 $29,810 Real estate 863 970 2,761 2,336 Sale of real estate 71 119 75 119 $12,656 $11,367 $36,712 $32,265 Gross profit: Transportation $ 2,680 $ 2,449 $ 7,653 $ 6,551 Real estate 1,281 1,554 3,518 4,546 Sale of real estate 89 79 93 79 $ 4,050 $ 4,082 $11,264 $11,176 For the third quarter and first nine months of fiscal 1996, ended June 30, 1996, consolidated revenues increased 8% and 10%, respectively, over the same periods last year. The Transportation segment had increased revenue for the third quarter and first nine months of 13% and 14%, respectively, due principally from increased volume in Florida Rock & Tank Lines, Inc. and the continuing expansion of SunBelt Transport, Inc. Real estate revenues declined $380,000 or 15% for the third quarter and $603,000 or 9% for the first nine months from the same periods last year. The decreases were due to timber sales of $442,000 in the third quarter of last year and the one-time royalty collection and timber sales of approximately $1,091,000 in the nine month period of last year, respectively. Excluding these one-time revenues, Real Estate revenues increased 3% for the quarter and 8% for the first nine months due to increased royalty and rent revenue. The Transportation segment's gross profit was negatively impacted in the third quarter and nine month period of this year by increased risk insurance cost of approximately $200,000 and $600,000, respectively, due principally to three severe accidents. Fuel prices peaked in April 1996 and subsequently have trended down, but remain higher than last year. Effective October 1, 1994, for financial reporting purposes, the Company extended the estimated lives of its tractors and substantially all trailers and reduced the salvage values on such equipment. The one-time attendant reduction in salvage values resulted in a $583,000 reduction in transportation gross profit in the first quarter of fiscal 1995. Gross profit in Real Estate decreased for the third quarter and first nine months due principally to the timber sales yielding gross profit of approximately $238,000 in the third quarter of last year and the one-time royalty collection and timber sales yielding gross profit of approximately $961,000 in the first nine months last year and to the abandonment and write-off in the second quarter of this year of $150,000 in fees and other zoning costs associated with a potential development property. The increases in selling, general and administrative expense in the current periods were principally due to increased revenue. Selling, general and administrative expense as a percent of sales decreased in both current periods as compared to the same periods last year. The increase in interest expense in the current third quarter and nine months over the same periods last year is due principally to the increase in average debt outstanding. Financial Condition The Company continues to maintain its sound financial condition with sufficient resources to meet anticipated capital expenditures and other operating requirements. Other. During fiscal 1995, the transportation segment's ten largest customers accounted for approximately 34% of transportation's revenue. The loss of any one of these customers could have an adverse effect on the Company's revenue and income. Effective January 1, 1995, intrastate as well as interstate trucking was deregulated with regard to both pricing and access to statewide markets. Approximately 50% of the Transportation Group's revenues are generated in formerly regulated markets. Florida has been deregulated for many years. The Transportation Group can look forward to expanding in its target Southeastern markets without prior state regulatory approval. This will also allow it to expand service with its current customers as well as new ones. Although deregulation presents a significant unknown variable, management is cautiously optimistic about its long-term impact on the future growth prospect of its transportation business. While the Company is affected by environmental regulations, such regulations are not expected to have a major effect on the Company's capital expenditures or operating results. Additional information concerning environmental matters is presented in Note 10 to the consolidated financial statements included in the Company's 1995 Annual Report to stockholders, in Item 3 "Legal Proceedings" of the Company's Form 10-K for fiscal 1995 and in Part II, Item 1 "Legal Proceedings" of the Company's Form 10-Q for the quarter ended March 31, 1996. Such information is incorporated herein by reference. PART II OTHER INFORMATION Item 1. Legal Proceedings Note 10 to the consolidated financial statements included in the Company's 1995 Annual Report to stockholders and Item 3 "Legal Proceedings" of the Company's Form 10-K for fiscal 1995 and Part II, Item 1 "Legal Proceedings" of the Company's Form 10-Q for the quarter ended March 31, 1996 are incorporated herein by reference. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. The response to this item is submitted as a separate Section entitled "Exhibit Index," immediately following this page. (b) Reports on Form 8-K. There were no reports on Form 8-K filed during the three months ended June 30, 1996. 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 1, 1996 FRP PROPERTIES, INC. RUGGLES B. CARLSON Ruggles B. Carlson Assistant Treasurer (Principal Financial and Accounting Officer) FRP PROPERTIES, INC. FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1996 EXHIBIT INDEX Page No. in Sequential Numbering (3)(a)(1) Articles of Incorporation of FRP Properties, Inc. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (3)(a)(2) Amendment to the Articles of Incorporation of FRP Properties, Inc. filed with the Secretary of State of Florida on February 19, 1991. Previously filed with Form 10-K for the fiscal year ended September 30, 1993. file No. 33-26115. (3)(a)(3) Amendments to the Articles of Incorporation of FRP Properties, Inc. filed with the Secretary of State of Florida on February 7, 1995. Previously filed as appendix to the Company's Proxy Statement dated December 15, 1994. (3)(b)(1) Restated Bylaws of FRP Properties, Inc. adopted December 1, 1993. Previously filed with Form 10-K for the fiscal year ended September 30, 1993. File No. 33-26115. (3)(b)(2) Amendment to the Bylaws of FRP Properties, Inc. adopted August 3, 1994. Previously filed with Form 10-K for the fiscal year ended September 30, 1994. File No. 33-26115. (4)(a) Articles III, VII and XII of the Articles of Incorporation of FRP Properties, Inc. Previously filed with Form S-4 dated December 13, 1988. And amended Article III filed with Form 10-K for the fiscal year ended September 30, 1993. And Articles XIII and XIV previously filed as appendix to the Company's Proxy Statement dated December 15, 1994. File No. 33-026115. (4)(b) Specimen stock certificate of FRP Properties, Inc. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. Page No. in Sequential Numbering (4)(c) Credit Agreement dated as of November 15, 1995 among FRP Properties, Inc.; SunTrust Bank, Central Florida, National Association; Bank of America Illinois; Barnett Bank of Jacksonville, N.A.; and First Union National Bank of Florida. Previously filed with Form 10-Q for the quarter ended December 31, 1995. File No. 33-26115. (4)(d) 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. (10)(a) Post Distribution Agreement, dated May 7, 1986, by and between Florida Rock Industries, Inc. and Florida Rock & Tank Lines, Inc. and amendments thereto dated July 1, 1987 and September 27, 1988. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(b) Tax Sharing Agreement, dated May 7,1986, between Florida Rock Industries, Inc. and Florida Rock & Tank Lines, Inc. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(c) Various leasebacks and mining royalty agreements with Florida Rock Industries, Inc., none of which are presently believed to be material individually, except for the Mining Lease Agreement dated September 1, 1986, between Florida Rock Industries Inc. and Florida Rock Properties, Inc., successor by merger to Grandin Land, Inc. (see Exhibit (10)(e)), but all of which maybe material in the aggregate. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(d) License Agreement, dated June 30, 1986, from Florida Rock Industries, Inc. to Florida Rock & Tank Lines, Inc. to use "Florida Rock" in corporate names. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(e) Mining Lease Agreement, dated September 1, 1986, between Florida Rock Industries, Inc. and Florida Rock Properties, Inc., successor by merger to Grandin Land, Inc. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. Page No. in Sequential Numbering (10)(f) Summary of Medical Reimbursement Plan of FRP Properties, Inc. Previously filed with Form 10-K for the fiscal year ended September 30, 1993. File No. 33-26115. (10)(g) Split Dollar Agreement dated October 3, 1984, between Edward L. Baker and Florida Rock Industries, Inc. and assignment of such agreement, dated January 31, 1986 from Florida Rock Industries, Inc. to Florida Rock & Tank Lines, Inc. Previously filed with Form S-4 dated December 13, 1988. File No. 33-2611. (10)(h) Summary of Management Incentive Compensation Plans. Previously filed with Form 10-K for the fiscal year ended September 30, 1994. File No. 33-26115. (10)(i) Management Security Agreements between the Company and certain officers. Form of agreement previously filed as Exhibit (10)(I) with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(i)(1) FRP Properties, Inc. 1989 Employee Stock Option Plan. Previously filed with Form S-4 dated December 13, 1988. File No. 33-26115. (10)(j)(2) FRP Properties, Inc. 1995 Stock Option Plan. Previously filed as an appendix to the Company's Proxy Statement dated December 15, 1994. (11) Computation of Earnings Per Common Share. (27) Financial Data Schedule EX-11 2 EPS Exhibit (11) FRP PROPERTIES, INC. COMPUTATION OF EARNINGS PER COMMON SHARE THREE MONTHS NINE MONTHS ENDED JUNE 30 ENDED JUNE 30 1996 1995 1996 1995 Net income $1,215,000 $1,303,000 $3,140,000 $3,465,000 Common shares: Weighted average shares outstanding during the period 3,557,276 3,710,304 3,617,348 3,758,264 Shares issuable under stock options which are poten- tially dilutive and affect primary earnings per share 93,125 101,524 95,267 88,199 Maximum potential shares includable in computation of primary earnings per share 3,650,401 3,811,828 3,712,615 3,846,463 Additional shares issuable under stock options which are potentially dilutive and affect fully diluted earnings per share 91 - - 7,655 Maximum potential shares included in computation of fully diluted earnings per share 3,650,492 3,811,828 3,712,615 3,854,118 Primary earnings per common share $.33 $.34 $.84 $.90 Fully diluted earnings per common share (a) $.33 $.34 $.84 $.90 (a) Fully diluted earnings per common share are not presented on the income statement sinc the potential effect would have been less than 3% dilutive. EX-27 3 FDS
5 1000 9-MOS SEP-30-1996 OCT-01-1995 JUN-30-1996 304 0 5,851 244 391 8,120 132,165 42,067 107,510 10,620 26,286 354 0 0 61,541 107,510 47,976 47,976 36,712 36,712 0 0 1,705 5,148 2,008 3,140 0 0 0 3,140 .84 .84
-----END PRIVACY-ENHANCED MESSAGE-----