<PAGE>   1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-Q



(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

                  For the quarterly period ended JUNE 30, 2001
                                                 -------------

                                       OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

           For the transition period from ___________ to _____________

                        Commission File Number 001-08723
                                               ---------

                       FLORIDA EAST COAST INDUSTRIES, INC.
                       -----------------------------------
             (Exact name of Registrant as specified in its charter)

             FLORIDA                                           59-2349968
             -------                                           ----------
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                              Identification No.)

ONE MALAGA STREET, ST. AUGUSTINE, FLORIDA                            32084
-----------------------------------------                            -----
(Address of principal executive offices)                           (Zip Code)

       Registrant's telephone number, including area code - (904) 829-3421
                                                            --------------

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 the latest practicable date.

              CLASS                               OUTSTANDING AT JUNE 30, 2001
              -----                               ----------------------------
Class A Common Stock-no par value                     16,911,587 shares
Class B Common Stock-no par value                     19,609,216 shares
Collateral Trust 5% Bonds                             $11,494,800


<PAGE>   2

                       FLORIDA EAST COAST INDUSTRIES, INC.


                                     PART I

                              FINANCIAL INFORMATION



<TABLE>
<CAPTION>
                                      INDEX                                       PAGE NUMBERS
                                      -----                                       ------------
<S>                                                                               <C>

ITEM 1.  FINANCIAL STATEMENTS

              Consolidated Balance Sheets -
                  June 30, 2001 and December 31, 2000                                  2

              Consolidated Statements of Income -
                  Three Months and Six Months Ending
                  June 30, 2001 and 2000                                               3

              Consolidated Statements of Cash Flows -
                  Six Months Ending June 30, 2001 and 2000                             4

              Notes to Consolidated Financial Statements                               5-10

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS

              Comparison of Second Quarter 2001 versus Second Quarter 2000
              and Six Months 2001 versus Six Months 2000                               11-17

              Changes in Financial Condition, Liquidity and Capital Resources          17

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                    18


                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                             18

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                           18

ITEM 5.  OTHER INFORMATION                                                             19-21

ITEM 6.  EXHIBITS AND REPORTS                                                          21
</TABLE>



                                       1
<PAGE>   3

                       FLORIDA EAST COAST INDUSTRIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                                   JUNE 30        DECEMBER 31
                                                                                                     2001             2000
                                                                                                   -------        -----------
<S>                                                                                               <C>                 <C>
                                                                                               (Unaudited)

ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                                                          18,734            18,444
  Short-term investments                                                                              1,304            12,942
  Accounts receivable (net)                                                                          32,721            34,513
  Materials and supplies                                                                              9,514             3,653
  Other current assets                                                                               13,287             8,772
                                                                                              -------------- -----------------
    Total current assets                                                                             75,560            78,324

OTHER INVESTMENTS                                                                                         -             1,304

PROPERTIES, LESS ACCUMULATED DEPRECIATION                                                         1,131,097           989,283

OTHER ASSETS AND DEFERRED CHARGES                                                                    47,679            42,627
                                                                                              -------------- -----------------
TOTAL ASSETS                                                                                      1,254,336         1,111,538
                                                                                              ============== =================

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                                                                                   74,283            81,814
  Income taxes                                                                                          243             4,834
  Short-term debt                                                                                     1,508                 -
  Accrued casualty and other reserves                                                                 1,690             2,647
  Other accrued liabilities                                                                           7,871             5,568
                                                                                              -------------- -----------------
    Total current liabilities                                                                        85,595            94,863

DEFERRED INCOME TAXES                                                                               135,602           136,170

LONG-TERM DEBT                                                                                      230,492            88,000

ACCRUED CASUALTY AND OTHER LONG-TERM LIABILITIES                                                     47,996            44,401

SHAREHOLDERS' EQUITY:
  Common Stock:
  Class A common stock; no par value; 50,000,000 shares authorized; 17,710,671                       67,940            65,762
   shares issued and 16,911,587 shares outstanding at June 30, 2001, and
   17,674,811 shares issued and 16,875,727 outstanding at December 31, 2000
  Class B common stock, no par value; 100,000,000 shares authorized; 19,609,216
   shares issued and outstanding at June 30, 2001 and at December 31, 2000
  Retained earnings                                                                                 697,292           693,384
  Accumulated other comprehensive income-unrealized gain on securities (net)                             53                13
  Restricted stock deferred compensation                                                             (1,279)           (1,700)
  Treasury stock at cost (799,084 shares)                                                            (9,355)           (9,355)
                                                                                              -------------- -----------------
    Total shareholders' equity                                                                      754,651           748,104
                                                                                              -------------- -----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                        1,254,336         1,111,538
                                                                                              ============== =================
</TABLE>

(See accompanying notes)



                                       2
<PAGE>   4

                       FLORIDA EAST COAST INDUSTRIES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                (dollars in thousands, except per share amounts)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                   THREE MONTHS                             SIX MONTHS
                                                   ENDED JUNE 30                           ENDED JUNE 30
                                          -------------------------------         -------------------------------
                                              2001                2000                2001                2000
                                          -----------         -----------         -----------         -----------
<S>                                       <C>                 <C>                 <C>                 <C>

Operating Revenues                             80,249              65,299             148,148             130,458

Operating Expenses                            (76,291)            (54,497)           (139,976)           (107,413)
                                          -----------         -----------         -----------         -----------
Operating Profit                                3,958              10,802               8,172              23,045

Other Income                                      866                 498               1,388               4,503

Income before Income Taxes                      4,824              11,300               9,560              27,548
Provision for Income Taxes                     (1,960)             (4,267)             (3,826)             (9,673)
                                          -----------         -----------         -----------         -----------

Net Income                                      2,864               7,033               5,734              17,875
                                          ===========         ===========         ===========         ===========


Earnings per share-basic & diluted        $      0.08         $      0.19         $      0.16         $      0.49

Average shares outstanding-basic           36,393,587          36,357,525          36,391,607          36,352,689
Average shares outstanding-diluted         36,654,807          36,779,168          36,669,648          36,752,291
</TABLE>

(See accompanying notes)



                                       3
<PAGE>   5

                       FLORIDA EAST COAST INDUSTRIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   SIX MONTHS ENDED JUNE 30
                                                                    2001             2000
                                                                  --------         --------
<S>                                                               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                         5,734           17,875
  Adjustments to reconcile net income to cash generated by
   operating activities:
    Depreciation and amortization                                   23,995           17,214
    Gain on sales and other disposition of properties               (7,442)          (1,217)
    Purchase of trading investments (net)                               --           (9,817)
    Realized (gain) loss on investments                                 --             (439)
    Deferred taxes                                                    (593)             709
    Stock compensation plans                                           421              259

Changes in operating assets and liabilities:
  Accounts receivable                                                1,792           (1,792)
  Other current assets                                              (8,199)           1,082
  Other assets and deferred charges                                 (4,016)          (2,779)
  Accounts payable                                                  (7,531)          19,616
  Income taxes payable                                              (4,591)           2,970
  Other current liabilities                                          2,303            6,903
  Accrued casualty and other long-term liabilities                   2,638              534
                                                                  --------         --------
Net cash generated by operating activities                           4,511           51,118

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of properties                                          (170,402)         (96,408)
  Maturities and redemption of investments:
    Available-for-sale                                              13,007           40,404
  Proceeds from disposition of assets                               13,343            1,916
                                                                  --------         --------
Net cash used in investing activities                             (143,962)         (54,088)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from exercise of options                                  2,178            1,537
  Payments on line of credit                                       (16,000)              --
  Proceeds from mortgages                                          160,000               --
  Debt issuance costs                                               (4,611)              --
  Payment of dividends                                              (1,826)          (1,821)
                                                                  --------         --------
Net cash provided by (used in) financing activities                139,741             (284)

NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS                     290           (3,254)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                      18,444           15,715
                                                                  --------         --------
CASH AND CASH EQUIVALENTS AT END OF YEAR                            18,734           12,461
                                                                  ========         ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for income taxes                                        12,950            5,918
                                                                  ========         ========
  Cash paid for interest                                             5,076              284
                                                                  ========         ========
</TABLE>

(See accompanying notes)



                                       4
<PAGE>   6

                       FLORIDA EAST COAST INDUSTRIES, INC.


        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)




NOTE 1.  General

In the opinion of the Company, the accompanying unaudited consolidated condensed
financial statements reflect all accruals and adjustments considered necessary
to present fairly the financial position as of June 30, 2001 and December 31,
2000, and the results of operations and cash flows for the six-month periods
ended June 30, 2001 and 2000. Results for interim periods may not necessarily be
indicative of the results to be expected for the year. These interim financial
statements should be read in conjunction with the Company's 2000 Annual Report
on Form 10-K for the year ended December 31, 2000 filed with the Securities and
Exchange Commission.

Certain prior year amounts have been reclassified to conform to the current
year's presentation.

On October 9, 2000, St. Joe Company (St. Joe) and Florida East Coast Industries,
Inc. (FECI or the Company) completed the recapitalization of FECI, and
implemented the pro-rata spin-off to St. Joe shareholders of St. Joe's
approximate 54 percent interest in FECI. St. Joe and its affiliates continue to
provide real estate services to Flagler Development Company (Flagler), the
Company's real estate subsidiary, under contracts expiring in October 2003,
including property management and leasing, development management and
construction coordination.


NOTE 2. Commitments and Contingencies

The Company maintains comprehensive liability insurance for bodily injury and
property damage claims of third parties, but maintains a significant
self-insured retention for these exposures. The Company is the defendant and
plaintiff in various lawsuits resulting from its operations. In the opinion of
management, adequate provision has been made in the financial statements for the
estimated liability that may result from disposition of such matters.

The Company is subject to proceedings arising out of historic disposal of fuel
and oil used in the transportation business. It is the Company's policy to
accrue environmental cleanup costs when it is probable that a liability has been
incurred and an amount can be reasonably estimated. As assessments and cleanups
proceed, these accruals are reviewed and adjusted.

Florida East Coast Railway (FECR), the Company's rail subsidiary, is presently
involved in proceedings initiated by the United States Environmental Protection
Agency (USEPA) for the remediation of a site in which USEPA has named FECR a
potentially responsible party (PRP). The USEPA has alleged that FECR caused
certain materials, including waste oil, to be disposed of at the site over a
period of years. There are many other PRPs named by USEPA for this site. Many of
the named PRPs participated in a pilot allocation program. The PRPs and USEPA
are actively negotiating an agreement to implement site remediation with
contributions to be paid in



                                       5
<PAGE>   7

accordance with the allocator's decision. FECR's liability for the remediation
of the site is not expected to be material.

FECR is investigating sites where contaminants from historic railroad operations
may have migrated off-site through the movement of groundwater or contaminated
soil. FECR, if required as a result of the investigation, will develop an
appropriate plan of remediation, with possible alternatives including natural
attenuation and groundwater pumping and treatment. Historic railroad operations
at the Company's main rail facilities have resulted in soil and groundwater
impacts. In consultation with the Florida Department of Environmental Protection
(FDEP), the Company operates and maintains groundwater treatment systems at its
primary facilities.

In April 2001, Miami-Dade County filed a lawsuit in the Eleventh Judicial
Circuit Court in Miami-Dade County, Florida concerning certain environmental
contamination at and near the Miami International Airport. FECR is one of
seventeen named defendants the County alleges contributed to the environmental
contamination. FECR has not been served with the suit, but it is investigating
the allegations set forth in the complaint and intends to vigorously defend the
action. The Company does not currently possess sufficient information to
reasonably estimate the amount of remediation liability, if any, it may have in
regard to this matter. While the ultimate results of the claim against FECR
cannot be predicted with certainty, based on information presently available,
management does not expect that resolution of this matter will have a material
adverse effect on the Company's financial position, liquidity or results of
operation.

The Company monitors a small number of sites leased to others, or acquired by
the Company or its subsidiaries. Based on management's ongoing review and
monitoring of the sites, and the ability to seek contribution or indemnification
from the PRPs, the Company does not expect to incur material additional costs,
if any.

It is difficult to quantify future environmental costs as many issues relate to
actions by third parties or changes in environmental regulations. However, based
on information presently available, management believes that the ultimate
disposition of currently known matters will not have a material effect on the
financial position, liquidity or results of operations of the Company.


NOTE 3.  Comprehensive Income

Comprehensive income for the three months ended June 30, 2001 and 2000 was $2.7
and $7.2 million, respectively. Comprehensive income for the six months ended
June 30, 2001 and 2000



                                       6
<PAGE>   8

was $5.8 and $17.6 million, respectively. These amounts differ from net income
due to changes in the net unrealized holding gains/losses generated from
available-for-sale securities.


NOTE 4.  Earnings Per Share

The diluted weighted-average number of shares includes the net shares that would
be issued upon the exercise of "in the money" stock options using the treasury
stock method.


NOTE 5.  Dividends

On May 30, 2001, the Company declared a dividend of $.025 (2 1/2 cents) per
share on its outstanding common stock, payable June 28, 2001, to shareholders of
record June 14, 2001.


NOTE 6.  Other Income

                               THREE        THREE          SIX          SIX
                              MONTHS       MONTHS        MONTHS       MONTHS
(dollars in thousands)        6/30/01      6/30/00       6/30/01      6/30/00
                              -------      -------       -------      -------

Dividend Income                      -          135             -        2,567
Interest Income                    662          709           986        2,034
Interest Expense                  (160)        (146)         (625)        (284)
Gain (Loss) on Investments         100            -            97         (164)
Other (net)                        264         (200)          930          350
                           ----------------------------------------------------
                                   866          498         1,388        4,503
                           ====================================================


NOTE 7.  Long-term Debt

In June 2001, Flagler issued $160.0 million of mortgage notes due July 2011,
that are collateralized by buildings and properties having a carrying value at
June 30, 2001 of approximately $142.7 million, net of accumulated depreciation
of $46.6 million. Blended interest and principal repayment on the notes is
payable monthly based on a fixed 7.39 percent weighted average interest rate on
the outstanding principal amount of the mortgage notes and a thirty year
amortization period. The net proceeds were used to repay existing indebtedness
under the Company's revolving credit facility.

The Company has a $375.0 million revolving credit agreement with certain
financial institutions, for which the Company presently pays (quarterly)
commitment fees, as applicable under the agreement, at a range of 20-37.5 basis
points. The borrowings under the credit agreement are secured by the capital
securities of FECR. The Company's revolving credit agreement contains various
covenants which, among other things, require the maintenance of certain
financial ratios related to fixed charge coverage and maximum leverage,
establish minimum levels of net worth, establish limitations on indebtedness,
certain types of payments, including dividends, liens and investments, and limit
the use of proceeds of asset sales. Some of the above covenants provide specific
exclusion of EPIK's financial results, as well as exclusion of certain financing
and investing activities at Flagler. Borrowings


                                       7
<PAGE>   9

under the credit agreement bear interest at variable rates linked to the LIBOR
Index. Interest on borrowings is due and payable on the "rollover date" for each
draw. Outstanding borrowings can be paid at any time by the borrower, or at the
conclusion of the facility's term (March 31, 2004). At June 30, 2001, there were
$72.0 million of direct borrowings outstanding under the facility at an average
interest rate of approximately 5.25 percent.


NOTE 8.  Segment Information

Under the provisions of SFAS 131, the Company has four reportable operating
segments. These are: railway segment, trucking segment, realty segment and the
telecommunications segment.

The railway segment provides rail freight transportation along the east coast of
Florida between Jacksonville and Miami. The trucking segment is operated by
Florida Express Carriers, Inc. (FLX), which provides truckload transportation
for a wide range of general commodities primarily in the southeast United
States. The realty segment is engaged in the development, leasing, management,
operation and selected sale of its commercial and industrial property. EPIK,
based in Orlando, Florida, operates as a carriers' carrier, providing wholesale
carrier services including bandwidth (private lines), wave services, internet
protocol services, collocation and dark fiber.

The Company's railway subsidiary generates revenues from leases to other
telecommunications companies for the installation of fiber optic and other
facilities on the railroad right-of-way, which are included in the
telecommunications segment.

The Company evaluates the railway and trucking segments' performance based on
operating profit or loss from operations before other income and income taxes.
Operating profit is operating revenue less directly traceable costs and
expenses. The Company evaluates the realty segment based on EBITDA and operating
profit. The Company evaluates the telecommunications segment's performance,
specifically EPIK's, based on EBITDA and more broadly (i.e., the segment
inclusive of right-of-way leases) by operating profit or loss. EBITDA is defined
as earnings before interest expense, income taxes, depreciation and
amortization. EBITDA, as a measure of operating cash flow, is considered a key
financial performance indicator.

Intersegment revenues for transactions between the railway and trucking segments
are based on quoted rates, which are believed to approximate the cost that would
have been incurred had similar services been obtained from an unrelated third
party.

The Company's reportable segments are strategic business units that offer
different products and services. They are managed separately as each business
requires different technology and marketing strategies.



                                       8
<PAGE>   10

INFORMATION BY INDUSTRY SEGMENT:

<TABLE>
<CAPTION>
                                                   THREE           THREE             SIX              SIX
                                                  MONTHS           MONTHS           MONTHS           MONTHS
(dollars in thousands)                            6/30/01          6/30/00          6/30/01          6/30/00
                                                 --------         --------         --------         --------
<S>                                                <C>              <C>              <C>              <C>

OPERATING REVENUES
  Railway (a)                                      40,721           41,794           80,503           83,610
  Trucking                                          8,449            7,935           16,028           15,488
  Realty:
    Flagler Realty Rental (b)                      15,013           13,567           30,054           25,940
    Flagler Realty Sales                           10,286              112           12,295            1,460
    Other Rental                                      858              780            1,671            1,500
    Other Sales                                       984              415              984              422
                                                 --------         --------         --------         --------
  Total Realty                                     27,141           14,874           45,004           29,322
  Telecommunications:
     EPIK Communications                            3,417              383            6,014              629
     Right-of-way Leases                            1,936            1,579            3,505            3,850
                                                 --------         --------         --------         --------
  Total Telecommunications                          5,353            1,962            9,519            4,479
  Total Revenues (segment)                         81,664           66,565          151,054          132,899
     Intersegment Revenues                         (1,415)          (1,266)          (2,906)          (2,441)
                                                 --------         --------         --------         --------
  Total Revenues (consolidated)                    80,249           65,299          148,148          130,458

OPERATING EXPENSES
  Railway (c)                                      29,666           31,618           59,231           62,920
  Trucking (d)                                     10,281            8,184           18,835           15,812
  Realty:
    Flagler Realty Rental                          12,502           11,293           24,378           22,190
    Flagler Realty Sales                            4,984               68            5,837              483
    Other Rental                                    1,128              109            1,784              219
                                                 --------         --------         --------         --------
  Total Realty                                     18,614           11,470           31,999           22,892
  Telecommunications:
     EPIK Communications                           16,957            3,190           29,062            5,223
     Right-of-way Leases                               38               74               72              142
                                                 --------         --------         --------         --------
  Total Telecommunications                         16,995            3,264           29,134            5,365
  Corporate General & Administrative (e)            2,150            1,227            3,683            2,865
                                                 --------         --------         --------         --------
  Total Expenses (segment)                         77,706           55,763          142,882          109,854
     Intersegment Expenses                         (1,415)          (1,266)          (2,906)          (2,441)
                                                 --------         --------         --------         --------
  Total Expenses (consolidated)                    76,291           54,497          139,976          107,413

OPERATING PROFIT (LOSS)
  Railway                                          11,055           10,176           21,272           20,690
  Trucking                                         (1,832)            (249)          (2,807)            (324)
  Realty                                            8,527            3,404           13,005            6,430
  Telecommunications                              (11,642)          (1,302)         (19,615)            (886)
  Corporate General & Administrative               (2,150)          (1,227)          (3,683)          (2,865)
                                                 --------         --------         --------         --------
  Segment & Consolidated Operating Profit           3,958           10,802            8,172           23,045

Other Income (net)                                    866              498            1,388            4,503
                                                 --------         --------         --------         --------
INCOME BEFORE TAXES                                 4,824           11,300            9,560           27,548
Provision for Income Taxes                         (1,960)          (4,267)          (3,826)          (9,673)
                                                 --------         --------         --------         --------

NET INCOME                                          2,864            7,033            5,734           17,875
                                                 ========         ========         ========         ========
</TABLE>



                                       9
<PAGE>   11

EBITDA BY INDUSTRY SEGMENT: (f)

<TABLE>
<CAPTION>
                                                                THREE           THREE           SIX             SIX
                                                               MONTHS          MONTHS          MONTHS          MONTHS
(dollars in thousands)                                         6/30/01         6/30/00         6/30/01         6/30/00
                                                               -------         -------         -------         -------
<S>                                                             <C>             <C>             <C>             <C>

RAILROAD EBITDA                                                 15,155          13,841          29,131          28,126
                                                               =======         =======         =======         =======

REALTY EBITDA
EBITDA from Flagler operating properties rents                   9,892           9,041          20,091          17,097
EBITDA (loss) from Flagler land rents/holding costs               (705)           (738)         (1,388)         (1,467)
Equity pickups on partnership rents                                224              74             397              13
Less: unallocated corporate overhead                            (1,561)         (1,310)         (2,826)         (2,822)
                                                               -------         -------         -------         -------
EBITDA from Flagler rental properties, net of overheads          7,850           7,067          16,274          12,821


EBITDA from Flagler real estate sales, net of overheads          5,302              43           6,459             977
                                                               -------         -------         -------         -------

Total EBITDA - Flagler                                          13,152           7,110          22,733          13,798
                                                               -------         -------         -------         -------

EBITDA (loss) from other rental                                   (260)            681             (92)          1,302
EBITDA from other real estate sales                                984             415             985             422
                                                               -------         -------         -------         -------

Total EBITDA - real estate segment                              13,876           8,206          23,626          15,522
                                                               =======         =======         =======         =======

EPIK EBITDA                                                    (11,707)         (2,509)        (19,424)         (4,240)
                                                               =======         =======         =======         =======
</TABLE>

(a) Included intersegment revenues of $1,354 and $1,231 for the three months
ended June 30, 2001 and 2000, and $2,796 and $2,372 for the six months ended
June 30, 2001 and 2000, respectively.

(b) Included intersegment revenues of $61 and $35 for the three months ended
June 30, 2001 and 2000, and $110 and $69 for the six months ended June 30, 2001
and 2000, respectively.

(c) Included intersegment expenses of $41 and $7 for the three months ended June
30, 2001 and 2000, and $71 and $22 for the six months ended June 30, 2001 and
2000, respectively.

(d) Included intersegment expenses of $1,354 and $1,231 for the three months
ended June 30, 2001 and 2000, and $2,796 and $2,372 for the six months ended
June 30, 2001 and 2000, respectively.

(e) Included intersegment expenses of $20 and $28 for the three months ended
June 30, 2001 and 2000, respectively, and $39 and $47 for the six months ended
June 30, 2001 and 2000, respectively.

(f) EBITDA is defined as earnings before interest expense, income taxes,
depreciation and amortization.



                                       10
<PAGE>   12

ITEM 2.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
include the Company's present expectations or beliefs concerning future events.
The Company cautions that such statements are necessarily based on certain
assumptions, which are subject to risks and uncertainties that could cause
actual results to materially differ from those contained in these
forward-looking statements. Important factors that could cause such differences
include but are not limited to, the Company's ability to complete systems and
expand and enhance its telecommunications network within currently estimated
time frames and budgets; the ability to compete effectively in a rapidly
evolving capital constrained, volatile, and price competitive marketplace and to
respond to customer demands and industry changes; the ability to achieve
revenues from products and services in the telecommunications business that are
in the early stages of development or operation; the ability to manage growth;
changes in business strategy, legislative or regulatory changes; technological
changes; volatility of fuel prices; and changing general economic conditions
(particularly in the State of Florida and the telecommunication markets) as it
relates to economically sensitive products in freight service and building
rental activities; industry competition; natural events such as weather
conditions, floods, earthquakes and forest fires; the ability of the Company to
complete its mortgage and/or other financing plans; and the ultimate outcome of
environmental investigations or proceedings and other types of claims and
litigation.

As a result of these and other factors, the Company may experience material
fluctuations in future operating results on a quarterly or annual basis, which
could materially and adversely affect its business, financial condition,
operating results and stock price.

Readers should not place undue reliance on forward-looking statements, which
reflect management's view only as of the date hereof. The Company undertakes no
obligation to publicly release revisions to these forward-looking statements
that reflect events or circumstances after the date hereof or reflect the
occurrence of unanticipated events.

RESULTS OF OPERATIONS

CONSOLIDATED RESULTS
SECOND QUARTER AND SIX MONTHS

The Company reported net income of $2.9 million ($0.08 per diluted share) for
the quarter ended June 30, 2001 compared to $7.0 million ($0.19 per diluted
share) for the same period in 2000. Net income for the six months ended June 30,
2001 and 2000 was $5.7 million ($0.16 per diluted share) and $17.9 million
($0.49 per diluted share), respectively.


                                       11
<PAGE>   13

RAILWAY
SECOND QUARTER

Second quarter 2001 revenues from rail operations decreased 2.6 percent to $40.7
million from $41.8 million in 2000. Second quarter revenues from transportation
of aggregate recovered from first quarter 2001 with revenues of $12.1 million, a
sequential quarterly increase of $1.4 million or 13.1 percent. However, compared
to 2000's record levels, aggregate revenues for the second quarter of 2001 were
down $0.7 million at $12.1 million, a decrease of 5.5 percent versus second
quarter 2000. The year-over-year decrease in aggregate loadings accounts for
most of the decrease in FECR's revenues. Second quarter revenues from movements
of automobiles showed an increase in revenues of $0.6 million to $5.2 million.
Intermodal traffic in the second quarter produced revenues of $15.4 million,
slightly ahead of second quarter 2000. Traffic levels for all other commodities,
primarily carloads of paper and construction materials, showed signs of a
slowing economy with a decrease of $0.5 million versus 2000's levels.

FECR's operating ratio improved, with a second quarter 2001 result of 72.9
percent compared to 75.7 percent for 2000. Operating expenses for the second
quarter decreased $1.9 million, or 6.2 percent, to $29.7 million from $31.6
million during 2000. Continued successes from efficiencies with mechanical
programs ($0.5 million), reductions of derailment costs ($0.6 million), and
wages and benefits ($0.2 million) were major contributors to the decrease in
operating expenses. FECR's operating profit improved to $11.1 million in the
second quarter 2001, an increase of 8.6 percent over $10.2 million in the second
quarter of the prior year.

SIX MONTHS

Revenues for the six months ended June 30, 2001 were $80.5 million, down $3.1
million from the same period in 2000. This decrease is primarily due to reduced
aggregate traffic ($2.2 million) and decreased miscellaneous freight charges
($0.7 million). Operating expenses for the six months ended June 30, 2001 were
$59.2 million, down $3.7 million from the same period in 2000. Decreases in
expenses reflected continuing cost control measures, including wages ($1.0
million), derailment costs ($0.9 million), mechanical efficiency programs ($0.7
million), and car and equipment utilization improvements ($0.4 million).

TRUCKING
SECOND QUARTER

FLX's second quarter 2001 revenues from trucking operations were $8.5 million
compared to $7.9 million in second quarter 2000. While revenues increased by 6.5
percent, the continued slowdown in U.S. economic growth adversely affected the
trucking industry and FLX during the second quarter, resulting in downward
pressure on prices and a more competitive market for loadings. These and other
factors contributed to an operating loss of $1.8 million compared to 2000's
quarterly operating loss of $0.3 million. Additionally, FLX continued to see
weakness in "sub-haul traffic" from other truck carriers, an important product
offering in FLX's business plan. Despite these difficult conditions, traffic
interchanged with FECR increased 10.0 percent compared to second quarter 2000.

Second quarter expenses in 2001 increased to $10.3 million from $8.2 million in
2000. Increases in second quarter 2001 expenses include line-haul costs of $1.0
million, primarily agency related costs; $0.4 million in additional unplanned
costs associated with significant organizational changes in the past year,
including the conversion to a new operating system, operational centralization
and personnel turnover; $0.2 million in an employee severance settlement; and
$0.1 million in insurance costs.



                                       12
<PAGE>   14

SIX MONTHS

FLX's year-to-date revenues from trucking operations for 2001 were $16.0
million, comparable to $15.5 million for the same period in 2000. Traffic
interchanged with FECR increased 17.9 percent compared to the first six months
of 2000.

Expenses for the first six months of 2001 increased to $18.8 million from $15.8
million in the same period in 2000. Increases in 2001's expenses include
line-haul costs of $1.7 million, primarily agency related costs; $0.6 million in
additional unplanned costs associated with significant organizational changes in
the past year, including the conversion to a new operating system, operational
centralization and personnel turnover; and $0.2 million in an employee severance
settlement.

REALTY
SECOND QUARTER

Realty rental and sales revenues from both Flagler and other realty operations
were $27.1 million for second quarter 2001 compared to $14.9 million for the
same period last year. The increase over prior year is associated with both
rental operations and real estate sales. Second quarter rental operations for
Flagler generated $15.0 million in revenues versus $13.6 million for 2000. Other
realty rental contributed $0.9 million in revenues in 2001, up from $0.8 million
in prior year. Flagler real estate sales increased from $0.1 million in 2000
revenues to $10.3 million in revenues for 2001. Revenues from other realty sales
were $1.0 million in 2001 compared to $0.4 million in 2000.

At the end of the second quarter, Flagler held 53 finished buildings with 5.5
million square feet and 93.0 percent occupancy. Flagler's "same store"
properties, including 50 buildings with 5.2 million square feet, were 94.0
percent occupied at June 30, 2001 compared to 91.0 percent at June 30, 2000.
"Same store" rental revenues increased by $0.7 million during the second quarter
with $13.5 million generated in 2001 compared to $12.8 million in 2000.
Increases were principally due to occupancy improvements.

Four 100.0 percent owned Flagler operating properties, with 508,000 square feet,
were issued certificates of occupancy in 2000. Together, these four properties
contributed $1.0 million in second quarter 2001 revenues with $0.6 million
generated in prior year.

At quarter end, Flagler had 11 projects, with 1.5 million square feet, in
various stages of development (616,000 square feet in lease-up stage; 424,000
square feet under construction; 454,000 square feet in predevelopment). In
addition, a 300,000-square foot build-to-suit project for Caterpillar Logistics
was completed in June 2001, with the tenant taking occupancy in July 2001.

During the second quarter of 2001, Flagler recognized revenues of $10.3 million
and operating profit of $5.3 million on real estate sales. These were primarily
the result of surplus land disposals.

Second quarter realty rental and sales operating expenses (after depreciation
and amortization) for both Flagler and other realty increased from $11.5 million
in 2000 to $18.6 million in 2001. The increase is related to both rental
operations and real estate sales. Second quarter operating expenses (after
depreciation and amortization) related to both Flagler and other rental
activities



                                       13
<PAGE>   15

were $13.6 million, up from $11.4 million in 2000. Real estate sales expenses
increased from $0.1 million in 2000 to $5.0 million in 2001.

Flagler's "same store" rental expenses (before depreciation and amortization)
were comparable at $4.2 million in 2001 and $4.3 million in 2000.

Flagler's operating expenses (before depreciation and amortization) related to
rental activities for four properties issued certificates of occupancy in 2000
were $0.3 million for second quarter 2001 with less than $0.1 million in
expenses in prior year. Flagler's land holding costs (before depreciation and
amortization) remained constant with $1.0 million incurred in both 2000 and
2001.

Depreciation and amortization expense increased by $0.6 million
quarter-over-quarter from $4.7 million in 2000 to $5.3 million in 2001. Of this
increase, $0.2 million is related to "same store" properties with $0.5 million
related to new properties issued certificates of occupancy in 2000. Somewhat
offsetting these increases is a $0.1 million decrease in depreciation expense on
land with infrastructure that has been sold.

Corporate overhead costs increased from $1.3 million in second quarter 2000 to
$1.6 million in 2001. The increase is principally related to Flagler staffing
its management team. Flagler now occupies approximately 14,000 square feet of
space in Jacksonville and currently has 32 employees.

Other realty operating expenses increased by $1.0 million quarter-over-quarter.
The increase in other rental operating expenses is primarily from rental cost
associated with a tract of land the Company leased with an initial term of 5
years, with options to renew for up to an additional 60 years, in Fort
Lauderdale for warehouse development.

EBITDA generated by both Flagler and other realty for second quarter 2001
totaled $13.9 million compared to $8.2 million in prior year. The increase is
related to both Flagler rental operations and Flagler and other real estate
sales. Other realty rental operations somewhat offset these increases in
relation to the above-referenced South Florida land lease.

Flagler's "same store" properties contributed $9.2 million of EBITDA for second
quarter 2001 compared to $8.5 million in 2000. Increases are principally
associated with "same store" occupancy improvements quarter-over-quarter.
Properties issued certificates of occupancy during 2000 contributed $0.7 million
in second quarter 2001 EBITDA compared to $0.5 million in 2000.

Joint venture properties generated $0.2 million of second quarter 2001 EBITDA
with $0.1 million of EBITDA generated in prior year. Increases in corporate
overhead expenses totaled $0.3 million quarter-to-quarter.

Other realty rentals EBITDA decreased from $0.7 million in 2000 to a loss of
($0.3 million) in 2001 primarily due to increased expenses related to the South
Florida land lease.

Flagler's real estate sales generated EBITDA of $5.3 million in second quarter
2001 with less than $0.1 million in prior year. Other realty sales generated
2001 EBITDA of $1.0 million compared to $0.4 million in 2000.



                                       14
<PAGE>   16

SIX MONTHS

Flagler's rental revenues increased by 15.9 percent to $30.1 million during the
six months ended June 30, 2001 when compared to the same period last year.
EBITDA from Flagler's operating properties increased by 17.5 percent to $20.1
million. Flagler generated $6.5 million in land sale profit for the six-month
period compared to $1.0 million in 2000. Other realty contributed $1.0 million
in sale profits, up from $0.4 million in prior year.

TELECOMMUNICATIONS
SECOND QUARTER

During the second quarter, EPIK continued to make progress developing its
Southeast network, particularly the expansion of metro rings, the build-out of
express rings that connect major international submarine cable landings in South
Florida, and the deployment of a state-of-the-art OC-192 internet protocol (IP)
backbone to provide a comprehensive platform for EPIK's enLIGHTened IPSM
services. Subsequent to the end of the second quarter, EPIK completed the last
long-haul fiber portion of its Southeast network, a 350-mile route from
Jacksonville to Atlanta that closes a geographically diverse fully protected
ring, bringing EPIK's lit long-haul route mileage to 1,850.

Capital spending amounted to $41.0 million in the quarter and $107.0 million in
the first half. EPIK presently intends to defer approximately 16 percent, or $40
million, of its originally budgeted 2001 capital spending due to recent industry
volatility and slower than expected near-term sales growth. EPIK's revised 2001
capital program amounts to approximately $210 to $215 million, of which
approximately $103 to $108 million is expected to be expended in the second half
of the year. These expenditures are intended to complete the previously
announced lighting up and provisioning of EPIK's Southeast telecommunications
network, which EPIK continues to expect to complete on schedule by year-end
2001. The deferred capital expenditure items would provide additional
collocation capacity and metro access in lower-demand locations in the
Southeast. These may be added later as customer demand justifies.

EPIK's second quarter 2001 results include revenue of $3.4 million, representing
year-over-year growth from $0.4 million in 2000. The telecom sector experienced
significant volatility in the second quarter. Several start-up telecom
companies, which have not completed their network construction or which are not
cash flow positive, have been unable to obtain additional capital from either
the equity or debt markets. This lack of capital has resulted in several
bankruptcies. These events have affected EPIK's customer base. Second quarter
sales activities have targeted large, well-established telecommunications
carriers who require high capacity bandwidth services in the Southeast,
particularly within the metropolitan areas of South Florida, Orlando, Tampa,
Jacksonville and Atlanta. However, sales cycles have become longer in the
present environment as carriers are more cautious in managing their capital
expenses and operating costs. EPIK's second quarter 2001 expenses were $17.0
million. Expenses in the second quarter of 2000 were $3.2 million. The increased
expenses reflect the cost of building the organization, developing new products
and services, marketing and sales expense, and carrying a physical plant that
has only begun to be used by customers. Additionally, EPIK's second quarter
results reflect a charge for bad debt expense of $2.6 million due to the
bankruptcy of its largest customer, 360networks, Inc., and resolution of a
contract issue with another customer. 360networks received $2.4 million of
services from EPIK during the first half of 2001. 360networks' obligations to
EPIK arise out of an integrated series of transactions announced by EPIK in
October of last year. In partial payment for collocation space, 360networks had
agreed to provide EPIK with dark fiber (in addition to the swapping of other
dark fiber assets), certain of which has yet to be constructed, which comprises
3,875 route miles of EPIK's approximately 13,000-mile dark fiber network beyond
the southeast. Although 360networks intends, during the pendency of its
bankruptcy, to purchase certain services from EPIK needed to maintain service
for its own customers, EPIK is recognizing post bankruptcy revenues on such
services only as cash payments are received. EPIK has been informed by
360networks' officials that 360networks intends to shut down at least parts of
its network in Florida and, therefore, will not require certain of the
collocation space. It is unknown whether the shut-down is permanent, and EPIK
cannot presently determine the effect of the 360networks' bankruptcy on the
October agreement.


                                       15
<PAGE>   17


At the end of the second quarter, EPIK's total revenue backlog stood at $152.0
million, excluding 360networks' obligations. This compares with $218.0 million
reported at the end of the prior quarter, the decrease primarily the result of
excluding $69.6 million of 360networks' obligations.

As noted, EPIK has experienced an increase in the sales cycle as customers move
more cautiously. While EPIK has responded to this market with new product
offerings (such as wave and IP services), EPIK has also reduced planned second
half 2001 capital spending, and expects to make further capital spending and
operating expense reductions if sales remain soft.

EBITDA losses for the second quarter of 2001 were $11.7 million compared to $2.5
million in 2000. Increases in EBITDA losses track the previous expense
discussions above.

SIX MONTHS

EPIK'S 2001 year-to-date revenues were $6.0 million compared to $0.6 million in
the same period in 2000. Revenues for 2001 reflect the completion of a portion
of EPIK's Southeast network, and the commencement of services to EPIK's
customers. Operating expenses for the six months ended June 30, 2001 were $29.1
million compared to $5.2 million for the comparable prior year period. While
year-to-date 2001's expenses predominately reflect the building of the
organization, developing new products and services, marketing and sales
expenses, and carrying a physical plant that has only begun to be used by
customers, they also include $2.6 million of previously discussed bad debt
expenses.

CORPORATE EXPENSES
SECOND QUARTER AND SIX MONTHS

Corporate expenses for the second quarter and year-to-date 2001 increased to
$2.1 million and $3.7, respectively, compared with 2000's quarterly and
year-to-date expenses of $1.2 million and $2.9 million, respectively. Generally,
the increases relate to staffing increases during the second half of 2000 and
increased 2001 costs (e.g. annual report and proxy statement production and
distribution) associated with the Company's new "Class B" shareholders.

OTHER INCOME
SECOND QUARTER AND SIX MONTHS

Other income for the quarter was comparable with the second quarter of 2000.
Year-to-date 2000 other income included a special TTX dividend of $2.4 million
and higher levels of interest income ($1.0 million), given the higher 2000 cash
and short-term investment balances.

PROVISION FOR INCOME TAXES

The 2000 tax provision reflects the benefit of a 70 percent dividend received
deduction on the previously mentioned TTX dividend.

During the six months ended June 30, 2001, increases in cash paid for income
taxes resulted from the timing of payments on estimated taxes as 2001 payments
include payments for the 2000 tax year. The same period in 2000 included no
such payment for the 1999 tax year.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

During the second quarter of 2001, the Company made capital investments of
approximately $75 million: $9 million at the Railway, $25 million at Flagler and
$41 million at EPIK. This brings total



                                       16
<PAGE>   18

capital investment for the year-to-date $170 million. The focus of this spending
is on continued improvements in the Company's transportation service offering,
development of the real property portfolio, and completion of the Southeast
telecommunications build-out announced last year. As a consequence, the net book
value of the Company's property, plant and equipment rose from $1,071.8 million
to $1,131.1 million during the quarter, while net debt (debt less cash and
equivalents and short-term investments) increased from $144.7 million to $212.0
million.

Compared to December 31, 2000, the net book value of the Company's property,
plant and equipment rose from $989.3 million to $1,131.1 million at June 30.

Long-term debt of the Company increased from $88.0 million at December 31, 2000
to $230.0 million at June 30, 2001.

The Company has scaled back its original capital investment budget, with second
half capital spending now expected between $160 million and $170 million. The
reductions come from the deferral of approximately $40 million in originally
budgeted capital spending at EPIK, which is associated with the build-out of
additional collocation space and metro rings in lower demand locations, which
can be added later as demand justifies. Flagler has also deferred about $18
million of originally budgeted capital spending on new construction since the
Jacksonville and Orlando markets currently have sufficient product availability.

The investment program is planned to be financed through internally generated
cash flow, the Company's $375.0 million credit facility, and up to $250.0
million of mortgage financing which the Company plans to place on its leased up
rental properties. $160.0 million of the mortgage financing was closed in the
second quarter 2001, consisting of a number of ten-year fixed rate loans
carrying a weighted average interest rate of 7.39 percent, and secured on a
non-recourse basis by certain of Flagler properties. At the end of the second
quarter of 2001, the Company had $232.0 million in debt outstanding, comprised
of the $160.0 million mortgage financing and $72.0 million drawn on its credit
facility.

Management believes that the cash generated from operations, the Company's
liquid resources, and borrowing capacity, as appropriate, will be sufficient to
fund the costs of operations, all anticipated capital expenditures and other
obligations of the Company.

ITEM 3.

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change to the disclosures made under the heading
"Quantitative and Qualitative Disclosures about Market Risk" on page 36 of the
Company's 2000 Annual Report on Form 10-K.


                                     PART II


ITEM 1.

                                LEGAL PROCEEDINGS

There are no new legal or regulatory proceedings pending or known to be
contemplated which, in Management's opinion, are other than normal and
incidental to the kinds of businesses conducted by the Company.



                                       17
<PAGE>   19

ITEM 4.


               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Stockholders was held on May 30, 2001. There were
16,908,981 shares of Class A Common Stock and 19,609,216 shares of Class B
Common Stock outstanding as of the Record Date of the Annual Meeting, April 6,
2001. Of this amount, there were 16,055,194 Class A Common Stock and 18,938,052
Class B Common Stock represented in person or by proxy.

All Directors of the Company are elected annually, and the following were so
elected at this Annual Meeting:

                                               Number of Votes Cast
                                               --------------------
                     Directors             For                   Withheld
                     ---------             ---                   --------
              Class A Directors
              -----------------

              Robert W. Anestis         15,309,282                745,912
              Adolfo Henriques          15,921,304                133,890

              Class B Directors
              -----------------

              Richard S. Ellwood        18,244,129                693,923
              J. Nelson Fairbanks       18,920,780                 17,272
              David M. Foster           18,921,093                 16,959
              Allen C. Harper           18,922,189                 15,863
              Gilbert H. Lamphere       18,922,348                 15,704
              Joseph Nemec              18,922,602                 15,450
              Herbert H. Peyton         18,919,941                 18,111
              Winfred L. Thornton       18,864,467                 73,585




                                       18
<PAGE>   20

ITEM 5.

                                OTHER INFORMATION

FECR's traffic volume and revenues for the three months ended March 31, 2001 and
June 30, 2001 are shown below. Also, FECR's, Flagler's and FLX's quarterly
operating expenses are presented below.

                                     TRAFFIC
                                     -------

                        THREE MONTHS ENDED JUNE 30, 2001
                        (dollars and units in thousands)

<TABLE>
<CAPTION>
    COMMODITY                           UNITS        PERCENTAGE (%)       AMT. OF REVENUE       PERCENTAGE (%)
    ---------                           -----        --------------       ---------------       --------------
    INTERMODAL
    ----------
<S>                                    <C>                    <C>              <C>                       <C>
      TOFC/COFC                        67,911                 60.96            15,430,424                38.77
    RAIL CARLOADS
    -------------
      Crushed stone                    27,159                 24.38            12,090,945                30.38
      Construction materials            1,340                  1.20               830,207                 2.09
      Vehicles                          6,391                  5.74             5,240,765                13.17
      Foodstuffs                        2,032                  1.82             1,596,130                 4.01
      Chemicals                           930                  0.83             1,043,396                 2.62
      Paper                             1,952                  1.75             1,884,306                 4.73
      Other                             3,685                  3.32             1,683,478                 4.23
                                   ----------- --------------------- --------------------- --------------------
                          Total       111,400                100.00            39,799,651               100.00
                                   =========== ===================== ===================== ====================
</TABLE>


                        THREE MONTHS ENDED MARCH 31, 2001
                        (dollars and units in thousands)

<TABLE>
<CAPTION>
    COMMODITY                           UNITS        PERCENTAGE (%)       AMT. OF REVENUE       PERCENTAGE (%)
    ---------                           -----        --------------       ---------------       --------------
    INTERMODAL
    ----------
<S>                                    <C>                    <C>              <C>                       <C>
      TOFC/COFC                        67,304                 61.64            15,511,440                40.14
    RAIL CARLOADS
    -------------
      Crushed stone                    25,160                 23.04            10,725,598                27.77
      Construction materials            1,630                  1.49             1,090,388                 2.82
      Vehicles                          5,967                  5.46             4,615,332                11.94
      Foodstuffs                        2,016                  1.85             1,507,015                 3.90
      Chemicals                         1,056                  0.97             1,168,658                 3.02
      Paper                             2,050                  1.88             1,910,375                 4.94
      Other                             4,006                  3.67             2,111,746                 5.47
                                   ----------- --------------------- --------------------- --------------------
                          Total       109,189                100.00            38,640,552               100.00
                                   =========== ===================== ===================== ====================
</TABLE>



                                       19
<PAGE>   21

                      RAILWAY OPERATING EXPENSES-YEAR 2001
                      ------------------------------------

    (dollars in thousands)                  QUARTER ENDED      QUARTER ENDED
                                                  6/30/01            3/31/01
                                            -------------      -------------
    Compensation & Benefits                        11,753             11,717
    Fuel                                            3,157              3,728
    Equipment Rents (net)                             225                318
    Car Hire (net)                                    237              (141)
    Depreciation                                    4,134              3,725
    Purchased Services                              2,018              1,841
    Repairs to/by Others (net)                    (1,089)            (1,094)
    Load/Unload                                     1,877              1,852
    Casualty & Insurance                            1,052              1,008
    Property Taxes                                  1,155              1,155
    Materials                                       2,279              2,604
    General & Administrative Expenses               2,182              2,220
    Other                                             686                632
                                         ------------------------------------
    Total Operating Expenses                       29,666             29,565
                                         ====================================


                        REALTY SEGMENT EXPENSES-YEAR 2001
                        ---------------------------------

 (dollars in thousands)                     QUARTER ENDED       QUARTER ENDED
                                                  6/30/01             3/31/01
                                            -------------       -------------
 Real Estate Taxes-Developed                        1,648               1,644
 Repairs & Maintenance-Recoverable                    484                 379
 Services, Utilities, Management Costs              2,393               2,385
                                          ------------------------------------
   Subtotal-Expenses subject to recovery            4,525               4,408

 Realty Sales Expense                               4,983                 853
 Real Estate Taxes-Undeveloped Land                   815                 868
 Repairs & Maintenance-Non-recoverable                167                 177
 Depreciation & Amortization                        5,340               5,275
 SG&A-Non-recoverable                               2,784               1,804
                                          ------------------------------------
   Subtotal-Non-recoverable expenses               14,089               8,977

 Total Operating Expenses                          18,614              13,385
                                          ====================================



                                       20
<PAGE>   22

                       TRUCKING SEGMENT EXPENSES-YEAR 2001
                       -----------------------------------

 (dollars in thousands)                        QUARTER ENDED  QUARTER ENDED
                                                     6/30/01        3/31/01
                                               -------------  -------------
 Compensation & Benefits                                 556            581
 Fuel                                                    220            327
 Equipment Rentals (net)                                 430            528
 Depreciation                                             37             39
 Purchased Services                                    4,832          3,549
 Repairs Billed to/by Others (net)                       243            172
 Casualty & Insurance                                    160            247
 Property Taxes                                           27             45
 General & Administrative                              2,091          1,274
 Other                                                   237            351
 Intersegment Expenses                                 1,448          1,441
                                           ---------------------------------
 Total Operating Expenses, incl. Goodwill             10,281          8,554
                                           =================================


ITEM 6.


                              EXHIBITS AND REPORTS
                              --------------------

EXHIBIT NO.                                          DESCRIPTION
-----------                                          -----------

10.1 Promissory Note between Flagler Development Company and Metropolitan Life
Insurance Company dated June 28, 2001 covering Gran Park at Beacon Station Phase
1(A)

10.2 Mortgage Security Agreement and Fixture Filing by Flagler Development
Company to Metropolitan Life Insurance Company dated June 28, 2001 covering Gran
Park at Beacon Station Phase 1(A)

10.3 Promissory Note between Flagler Development Company and Metropolitan Life
Insurance Company dated June 28, 2001 covering Gran Park at Beacon Station Phase
1(B)

10.4 Mortgage Security Agreement and Fixture Filing by Flagler Development
Company to Metropolitan Life Insurance Company dated June 28, 2001 covering Gran
Park at Beacon Station Phase 1(B)

10.5 Promissory Note between Flagler Development Company and Metropolitan Life
Insurance Company dated June 28, 2001 covering Gran Park at The Avenues

10.6 Mortgage Security Agreement and Fixture Filing by Flagler Development
Company to Metropolitan Life Insurance Company dated June 28, 2001 covering Gran
Park at The Avenues

10.7 Promissory Note between Flagler Development Company and Metropolitan Life
Insurance Company dated June 28, 2001 covering Gran Park at Deerwood South

10.8 Mortgage Security Agreement and Fixture Filing by Flagler Development
Company to Metropolitan Life Insurance Company dated June 28, 2001 covering Gran
Park at Deerwood South



                                       21
<PAGE>   23

                                   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.

                                FLORIDA EAST COAST INDUSTRIES, INC.
                                -----------------------------------
                                           (REGISTRANT)


Date: 8-14-01                   /s/ Mark A. Leininger
      -------                   ------------------------------------------------
                                Mark A. Leininger, Vice President and Controller



Date: 8-14-01                   /s/ Richard G. Smith
      -------                   ------------------------------------------------
                                Richard G. Smith, Executive Vice President and
                                           Chief Financial Officer



                                       22