-----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, TUKHofQppzJ/t4T0lk0DrbXGjfyTYcT0WVHklMyrgBfOvn2VTA9yRmfSsZ3x2qf9 MGZigcpbEUUjKZmwWg5s9w== 0000844059-00-000002.txt : 20000214 0000844059-00-000002.hdr.sgml : 20000214 ACCESSION NUMBER: 0000844059-00-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000211 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: SEC FILE NUMBER: 000-17554 FILM NUMBER: 535647 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 December 31, 1999. 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 February 1, 2000: 3,338,158 shares of $.10 par value common stock. FRP PROPERTIES, INC. CONSOLIDATED CONDENSED BALANCE SHEET (In thousands) (Unaudited) December 31, September 30, 1999 1999 ASSETS Current assets: Cash and cash equivalents $ 3,139 $ 2,593 Accounts receivable: Affiliates 293 399 Other 9,569 8,336 Less allowance for doubtful accounts (287) (284) Inventory of parts and supplies 615 503 Prepaid expenses and other 2,723 2,614 Total current assets 16,052 14,161 Other assets: Real estate held for investment, at cost 5,674 5,674 Goodwill 1,197 1,207 Other 2,378 2,244 Total other assets 9,249 9,125 Property, plant and equipment, at cost 178,247 172,747 Less accumulated depreciation and depletion (58,776) (57,378) Net property, plant and equipment 119,471 115,369 $144,772 $138,655 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term note payable to bank $ 5,500 $ 3,000 Accounts payable: Affiliates 330 166 Other 3,489 5,399 Federal and state income taxes 803 499 Accrued liabilities 3,763 3,866 Long-term debt due within one year 742 625 Total current liabilities 14,627 13,555 Long-term debt 42,673 37,936 Deferred income taxes 8,820 8,820 Accrued insurance reserves 4,060 4,644 Other liabilities 1,619 1,008 Stockholders' equity: Preferred stock, no par value; 5,000,000 shares authorized - - Common stock, $.10 par value; 25,000,000 shares authorized, 3,363,917 shares issued (3,375,817 at September 30, 1999) 336 338 Capital in excess of par value 15,392 15,660 Retained earnings 57,245 56,694 Total stockholders' equity 72,973 72,692 $144,772 $138,655 See accompanying notes. FRP PROPERTIES, INC. CONSOLIDATED CONDENSED STATEMENT OF INCOME (In thousands except per share amounts) (Unaudited) THREE MONTHS ENDED DECEMBER 31, 1999 1998 Revenues: Affiliates $ 1,616 1,767 Non-affiliates 18,534 17,264 20,150 19,031 Cost of operations 16,543 14,638 Gross profit 3,607 4,393 Selling, general and administrative expense: Affiliates 207 420 Non-affiliates 1,755 1,674 1,962 2,094 Operating profit 1,645 2,299 Interest expense (745) (559) Interest income 2 3 Income before income taxes 902 1,743 Provision for income taxes 352 680 Net income $ 550 $1,063 Basic earnings per common share $ .16 .31 Diluted earnings per common share $ .16 .30 Cash dividends NONE NONE Number of shares used in computing: Basic earnings per share 3,366 3,464 Diluted earnings per share 3,387 3,490 See accompanying notes. FRP PROPERTIES, INC. CONSOLIDATED STATEMENT OF CASH FLOWS THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998 (In thousands) (Unaudited) 1999 1998 Cash flows from operating activities: Net income $ 550 1,063 Adjustments to reconcile net income to net cash provided from operating activities: Depreciation, depletion and amortization 2,642 2,336 Net changes in operating assets and liabilities: Accounts receivable (1,126) (52) Inventory of parts and supplies (112) 12 Prepaid expenses (110) 49 Accounts payable and accrued liabilities (644) (400) Net change in insurance reserve and other liabilities 26 22 (Gain) loss on disposition of real estate, plant and equipment (252) (186) Other, net 14 9 Net cash provided from operating activities 988 2,853 Cash flows from investing activities: Purchase of property, plant and equipment (6,781) (4,280) Additions to other assets (183) (26) Proceeds from sale of real estate held for investment, property, plant and equipment, and other assets 338 268 Net cash used in investing activities (6,626) (4,038) Cash flows from financing activities: Proceeds from long-term debt 5,000 - Net increase in short-term debt 1,600 6,300 Repayment of debt (147) (5,127) Repurchase of Company stock (269) (99) Net cash provided from financing activities 6,184 1,074 Net increase (decrease) in cash and cash equivalents 546 (111) Cash and cash equivalents at beginning of year 2,593 367 Cash and cash equivalents at end of the period $3,139 256 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest expense, net of amount capitalized $ 722 575 Income taxes $ 131 784 Non cash investing activities: Additions to property, plant and equipment from exchanges $ 6 89 See accompanying notes. FRP PROPERTIES, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS DECEMBER 31, 1999 (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 periods have been included. Operating results for the three months ended December 31, 1999, are not necessarily indicative of the results that may be expected for the fiscal year ended September 30, 2000. 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, 1999. (2) Industry Segments. The Company has identified two business segments each of which is managed separately along product lines. All the company's operations are in the Southeastern and mid-Atlantic states. The transportation segment hauls liquid and dry commodities by motor carrier. The real estate segment owns real estate of which a substantial portion is under mining royalty agreements or leased. They also hold certain other real estate for investment and are developing commercial and industrial properties. Operating results and certain other financial data for the Company's business segments are as follows (in thousands): 1999 1998 Revenues: Transportation $ 17,523 16,445 Real estate 2,627 2,586 $ 20,150 19,031 Operating profit (a) Transportation $ 561 1,426 Real estate 1,455 1,518 Corporate expenses (371) (645) Operating profit $ 1,645 2,299 Identifiable assets, at quarter end Transportation 53,735 45,108 Real estate 89,411 79,558 Cash items 1,117 552 Unallocated corporate assets 509 507 $144,772 125,725 (a) Operating profit is earnings before interest expense, other income, interest income and income taxes. (3) Spin-off of Real Estate Business. On December 1, 1999, the Board of Directors approved a reorganization of the Company which would result in spinning off to its shareholders a new company which would include the real estate business, while retaining the transportation business in FRP Properties, Inc. The Company has obtained a tax ruling from the Internal Revenue Service which allows the proposed transaction to be tax-free to shareholders. It is anticipated that the spin-off will be made effective by the end of the calendar year. For information concerning the selected information concerning the real estate business, see Note 2. (4) Name Change Approval. At the annual meeting on February 2, 2000, the shareholders approved a proposal to amend Article I of the Company's Articles of Incorporation to change the name of the Company to Patriot Transportation Holdings, Inc. The name change will be effective upon filing of the amended Articles of Incorporation with the State of Florida. (5) 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 11 to the consolidated financial statements included in the Company's 1999 Annual Report to stockholders. Such information is incorporated herein by reference. MANAGEMENT'S DISCUSSION AND ANALYSIS Operating Results For the first quarter of fiscal 2000, ended December 31, 1999, consolidated revenues increased 5.9% over the same period last year. The Transportation segment revenues for the first quarter increased 6.6% due primarily to 4.8% increase in miles hauled and a modest increase in pricing over the same quarter last year. Real estate revenues increased 1.6% for the first quarter. The real estate revenue increase was due to increased rental income on developed properties. The Company did not have any timber sales during the first quarter of fiscal 2000; however, real estate revenues last year included $69,000 of timber sales. Consolidated gross profit decreased $786,000 or 17.9% as compared to last year. Gross profit in Transportation decreased $703,000 for the first quarter. The decrease in gross profit for the Transportation Group was primarily attributed to a tight labor market for drivers resulting in increased costs to hire and retain personnel as well as rising fuel costs and higher depreciation expense resulting from an expanded and upgraded tractor fleet. Gross profit in the Real Estate segment decreased $82,000 for the first quarter. Real estate gross profit was negatively impacted by lower royalty receipts and the absence of timber sales on a comparative basis. Selling, general and administrative expense decreased $132,000 for the first quarter from the same period last year. Selling, general and administrative expense as a percent of sales was 9.7% for the first quarter as compared to 11.0% last year. The decrease was primarily attributable to severance compensation accrued during the first quarter of last year partially offset by increased administrative expenses related to formation of an owner/operator subsidiary. Interest expense increased $186,000 for the first quarter, due primarily to an increase in the average debt outstanding and an increase in average interest rate. Tight labor conditions combined with rising fuel costs and the likelihood of higher interest rates will increase costs for this year. Start up costs related to owner/operator subsidiary will adversely affect operating profits in the short-term. Year 2000 Conversion. The Company completed its program to be Year 2000 compliant and encountered no significant problems. Financial Condition The Company continues to maintain its sound financial condition with sufficient resources to meet anticipated capital expenditures and other operating requirements. The Company's revolving credit facility will convert to a term loan if not modified by the end of the Company's third quarter. The Company is currently in process of evaluating and discussing its long-term credit needs with its bank group and anticipates it will complete the extension and/or modification of its credit facility during the third fiscal quarter. Other During fiscal 1999, the transportation segment's ten largest customers accounted for approximately 33% 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 11 to the consolidated financial statements included in the Company's 1999 Annual Report to stockholders. Such information is incorporated herein by reference. Forward-Looking Statements. Certain matters discussed in this report contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements. These forward-looking statements relate to, among other things, capital expenditures, liquidity, capital resources, competition and may be indicated by words or phrases such as "anticipate," "estimate," "plans," "projects," "continuing," "ongoing," "expects," "management believes," "the Company believes," "the Company intends" and similar words or phrases. The following factors are among the principal factors that could cause actual results to differ materially from the forward-looking statements: availability and terms of financing; competition; levels of construction activity in the FRI's markets; labor market for drivers; fuel costs; and inflation. PART II OTHER INFORMATION Item 1. Legal Proceedings Note 11 to the consolidated financial statements included in the Company's 1999 Annual Report to stockholders is 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", starting on page 10. (b) Reports on Form 8-K. During the three months ended December 31, 1999, the Company filed a Form 8-K dated November 8, 1999 reporting that FRP Properties obtained planned unit development rezoning of a parcel of land located on the Anacostia River in the District of Columbia under Item 5, "Other Events" and Item 7, "Financial Statements, Pro Forma Financial Statements and Exhibits." 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. February 11, 2000 FRP PROPERTIES, INC. James J. Gilstrap Treasurer and Chief Financial Officer Wallace A. Patzke, Jr. Controller and Chief Accounting Officer FRP PROPERTIES, INC. FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1999 EXHIBIT INDEX (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)(a)(4) Amendment to the Articles of Incorporation, filed with the Florida Secretary of State 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. File No. 33-26115. (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. (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)(c)(1) First Amendment dated as of September 30, 1998 to the Credit Agreement dated as of November 15, 1995. Previously filed with Form 10-K for the year ended September 30, 1998. 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. (4)(e) Rights Amendment, dated as May 5, 1999 between the Company and First Union National Bank. Previously filed as Exhibit 4 to the Company's Form 8-K dated May 5, 1999. File No. 33-26115. (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. (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)(I)(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 ENDED DECEMBER 31, 1999 1998 Net income $ 550,000 1,063,000 Common shares: Weighted average shares outstanding during the period - shares used for basic earnings per share 3,365,530 3,463,660 Shares issuable under stock options which are poten- tially dilutive 21,158 25,910 Shares used for diluted earnings per share 3,386,688 3,489,570 Basic earnings per common share $.16 .31 Diluted earnings per common share $.16 .30 EX-27 3 FDS
5 1000 3-MOS SEP-30-2000 OCT-01-1999 DEC-31-1999 3,139 0 9,862 287 615 16,052 178,247 58,776 119,471 14,627 42,673 0 0 336 72,637 144,772 20,150 20,150 16,543 16,543 0 0 (745) 902 352 550 0 0 0 550 .16 .16
-----END PRIVACY-ENHANCED MESSAGE-----