-----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, MxwdrHC9ORoFh/Fk4IpmgIiNEOMIWdsu0Od49ifLUqlngE6Vdc9flKzbcQZ2/CuQ ILgO3aU4qTpnro43plQSNg== 0000844059-97-000004.txt : 19970509 0000844059-97-000004.hdr.sgml : 19970509 ACCESSION NUMBER: 0000844059-97-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970508 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: 97597760 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 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 March 31, 1997. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-17554 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 May 1, 1997: 3,487,915 shares of $.10 par value common stock. FRP PROPERTIES, INC. CONSOLIDATED CONDENSED BALANCE SHEET (In thousands) (Unaudited) March 31, September 30, 1997 1996 ASSETS Current assets: Cash and cash equivalents $ 298 $ 313 Accounts receivable: Affiliate 226 376 Other 5,696 5,158 Less allowance for doubtful accounts (252) (234) Inventory of parts and supplies 455 502 Prepaid expenses and other 1,945 1,888 Total current assets 8,368 8,003 Other assets: Real estate held for investment, at cost 5,791 5,791 Goodwill 1,308 1,328 Other 2,030 1,856 Total other assets 9,129 8,975 Property, plant and equipment, at cost 138,146 133,083 Less accumulated depreciation and depletion (46,072) (43,025) Net property, plant and equipment 92,074 90,058 $109,571 $107,036 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term note payable to bank $ 4,500 $ 3,500 Accounts payable: Affiliate 101 93 Other 2,221 1,686 Federal and state income taxes - 342 Accrued liabilities 3,922 3,641 Long-term debt due within one year 340 333 Total current liabilities 11,084 9,595 Long-term debt 26,025 26,170 Deferred income taxes 6,790 6,240 Other liabilities 3,191 3,137 Stockholders' equity: Preferred stock, no par value; 5,000,000 shares authorized - - Common stock, $.10 par value; 25,000,000 shares authorized, 3,491,915 shares issued (3,492,186 at September 30, 1996) 349 349 Capital in excess of par value 18,723 19,748 Retained earnings 43,409 41,797 Total stockholders' equity 62,481 61,894 $109,571 $107,036 See accompanying notes. FRP PROPERTIES, INC. CONSOLIDATED CONDENSED STATEMENT OF INCOME (In thousands except per share and share amounts) (Unaudited) THREE MONTHS SIX MONTHS ENDED MARCH 31 ENDED MARCH 31 1997 1996 1997 1996 Revenues: Affiliates $ 1,409 $ 1,610 $ 2,937 $ 3,107 Non-affiliates 14,812 14,339 29,682 28,163 16,221 15,949 32,619 31,270 Cost of operations 12,977 12,583 26,012 24,056 Gross profit 3,244 3,366 6,607 7,214 Selling, general and administrative expense: Affiliate 366 351 732 702 Non-affiliates 1,144 1,157 2,297 2,263 1,510 1,508 3,029 2,965 Operating profit 1,734 1,858 3,578 4,249 Interest expense (473) (564) (956) (1,110) Interest income 14 10 21 17 Other income (expense), net (1) - - - Income before income taxes 1,274 1,304 2,643 3,156 Provision for income taxes 497 509 1,031 1,231 Net income $ 777 $ 795 $ 1,612 $ 1,925 Earnings per common share $.22 $.21 $.45 $.51 Cash dividends NONE NONE NONE NONE Number of shares used in computing earnings per common share 3,578,141 3,718,327 3,586,969 3,743,632 See accompanying notes. FRP PROPERTIES, INC. CONSOLIDATED STATEMENT OF CASH FLOWS SIX MONTHS ENDED MARCH 31, 1997 AND 1996 (In thousands) (Unaudited) 1997 1996 Cash flows from operating activities: Net income $1,612 $1,925 Adjustments to reconcile net income to net cash provided from operating activities: Depreciation, depletion and amortization 3,988 3,679 Net changes in operating assets and liabilities: Accounts receivable (381) 76 Inventory of parts and supplies 47 77 Prepaid expenses (76) (176) Accounts payable and accrued liabilities 481 605 Increase in deferred income taxes 570 1,038 Net change in insurance reserve and other liabilities 54 18 (Gain) loss on disposition of real estate, plant and equipment 131 (264) Other, net (19) (25) Net cash provided from operating activities 6,407 6,953 Cash flows from investing activities: Purchase of property, plant and equipment (6,133) (9,920) Purchase of real estate held for investment - (32) Additions to other assets (199) (129) Proceeds from sale of real estate held for investment, property, plant and equipment, and other assets 72 345 Net cash used in investing activities (6,260) (9,736) Cash flows from financing activities: Net increase in short-term debt 1,000 6,600 Repayment of debt (137) (2,129) Repurchase of Company stock (1,904) (1,858) Exercise of stock options 879 - Net cash provided from financing activities (162) 2,613 Net increase (decrease) in cash and cash equivalents (15) (170) Cash and cash equivalents at beginning of year 313 392 Cash and cash equivalents at end of the period $ 298 $ 222 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest expense, net of amount capitalized $ 940 $1,118 Income taxes $ 745 ($ 128) Noncash investing and financing activities: Additions to property, plant and equipment from exchanges $ 20 $1,270 See accompanying notes. FRP PROPERTIES, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS MARCH 31, 1997 (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 six months ended March 31, 1997, are not necessarily indicative of the results that may be expected for the fiscal year ended September 30, 1997. 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, 1996. (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 1996 Annual Report to stockholders. 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 Six Months Ended March 31, Ended March 31, 1997 1996 1997 1996 Revenues: Transportation $14,318 $13,792 $28,700 $27,127 Real estate 1,903 2,149 3,919 4,135 Sale of real estate - 8 - 8 $16,221 $15,949 $32,619 $31,270 Cost of operations: Transportation $12,147 $11,510 $24,264 $22,154 Real estate 830 1,069 1,748 1,898 Sale of real estate - 4 - 4 $12,977 $12,583 $26,012 $24,056 Gross profit: Transportation $ 2,171 $ 2,282 $ 4,436 $ 4,973 Real estate 1,073 1,080 2,171 2,237 Sale of real estate - 4 - 4 $ 3,244 $ 3,366 $ 6,607 $ 7,214 For the second quarter and first six months of fiscal 1997, ended March 31, 1997, consolidated revenues increased 1.7% and 4.3%, respectively, over the same periods last year. The Transportation segment had increased revenue for the second quarter and first half of 3.8% and 5.8%, respectively, due principally to a 3.3% increase in the average hauling price in the quarter and in the first six month period due to a 3.7% increase in miles hauled coupled with a 2.0% increase in the average hauling price. Real estate revenues declined $246,000 or 11.4% for the second quarter and $216,000 or 5.2% for the first half from the same periods last year. The decreases in revenue resulted principally from a decrease in royalty income of approximately $170,000 for both the second quarter and first six months and a decrease in rental income due to a portion of one warehouse being vacant for two months in the second quarter while being refurbished for new tenants. This space has subsequently been leased. The decrease in royalty income was due principally to a decrease in mining activities on two of the Company's properties. For the second quarter and first six months gross profit decreased 3.6% and 8.4%, respectively, from the same periods last year. Gross profit in the Transportation segment decreased $111,000 (4.9%) for the second quarter and $537,000 (10.8%) for the first six months from the same periods last year. The per gallon fuel cost has been trending down since October 1996. However, the average per gallon cost for the second quarter and first six months was 5.6% and 12.8% higher than the respective periods last year. The Transportation segment's gross profit for the second quarter and first six months of fiscal 1996 included a net gain from the sale of revenue equipment of $282,000 and $412,000, respectively, over the same periods in fiscal 1997. Gross profit in the Real Estate segment decreased $7,000 and $66,000 for the second quarter and first six months, respectively, from the same periods last year. The decreases were due principally to the decrease in revenue and for the first six month period, the write-off of tenant improvements in the first quarter of fiscal 1997 of $134,000. The amount of the decreases were offset because in the second quarter of fiscal 1996 the Company abandoned and wrote off $150,000 in fees and other zoning costs associated with a potential development property. Selling, general and administrative expense in the second quarter remained about level with the second quarter last year. The increase in selling, general and administrative expense in the first six months was due principally to the increased revenue. Selling, general and administrative expense as a percent of sales was 9.3% in the current periods, down from 9.5% in the same periods last year. In the second quarter and first six months of this year the Company capitalized $71,000 and $128,000, respectively, in interest expense as part of the cost of two projects which are under construction. This was the principal reason that interest expense declined $91,000 and $154,000 from the same periods last year. 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 1996, the transportation segment's ten largest customers accounted for approximately 35% of transportation's revenue. The loss of any one of these customers could have an adverse effect on the Company's revenue and income. 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 1996 Annual Report to stockholders. 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 1996 Annual Report to stockholders is incorporated herein by reference. Item 4. Submission of Matters to a Vote of Security Holders On February 5, 1997, the Company held its annual shareholders meeting. At the meeting the stockholders elected the following directors by the vote shown: TERM VOTES VOTES BROKER ENDING FOR WITHHELD NONVOTES John E. Anderson 2001 3,207,000 2,449 -0- Thompson S. Baker 2001 3,206,800 2,649 -0- David H. DeVilliers, Jr. 2001 3,207,000 2,449 -0- Albert D. Ernest, Jr. 2001 3,207,000 2,449 -0- Thompson S. Baker died on February 24, 1997. 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 8. (b) Reports on Form 8-K. There were no reports on Form 8-K filed during the three months ended March 31, 1997. 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. May 6, 1997 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 MARCH 31, 1997 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. 33-26115. (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 SIX MONTHS ENDED MARCH 31 ENDED MARCH 31 1997 1996 1997 1996 Net income $ 777,000 $ 795,000 $1,612,000 $1,925,000 Common shares: Weighted average shares outstanding during the period 3,516,258 3,620,865 3,519,293 3,647,220 Shares issuable under stock options which are poten- tially dilutive and affect primary earnings per share 61,883 97,462 67,676 96,412 Maximum potential shares includable in computation of primary earnings per share 3,578,141 3,718,327 3,586,969 3,743,632 Additional shares issuable under stock options which are potentially dilutive and affect fully diluted earnings per share - - 3,945 - Maximum potential shares included in computation of fully diluted earnings per share 3,578,141 3,718,327 3,590,914 3,743,632 Primary earnings per common share $.22 $.21 $.45 $.51 Fully diluted earnings per common share (a) $.22 $.21 $.45 $.51 (a) Fully diluted earnings per common share are not presented on the income statement since the potential effect would have been less than 3% dilutive. EX-27 3 FDS
5 1000 6-MOS SEP-30-1997 MAR-31-1996 298 0 5,696 252 455 8,368 138,146 46,072 109,571 11,084 26,025 0 0 349 62,132 109,571 32,619 32,619 26,012 26,012 3,029 0 956 2,643 1,031 1,612 0 0 0 1,612 .45 .45 -----END PRIVACY-ENHANCED MESSAGE-----