EX-99 4 exh99-2.txt EXHIBIT 99.2 PRO FORMA Exhibit 99.2 On August 12, 2003, Florida Rock Industries, Inc. ("the Company") purchased from Lafarge North America, Inc. all of the capital stock of Lafarge Florida, Inc. ("Lafarge Florida ") for $123,950,000 in cash, pursuant to a Stock Purchase Agreement dated July 2, 2003. The purchase price is subject to adjustment based on the final working capital of Lafarge Florida as stipulated in the Stock Purchase Agreement. The Company is still in the process of obtaining certain appraisals of the net assets acquired to determine the fair market of the net assets. As a result, certain estimates have been made in the following pro forma information and are subject to change. The following unaudited pro forma information has been prepared for comparative purposes only. The pro forma results are not indicative either of the results of operations that would have resulted had the acquisition been in effect in the beginning of the periods or of future results. Furthermore, the pro forma results do not give effect to all cost savings or incremental costs which may occur as a result of the integration and consolidation of the Lafarge Florida acquisition. In the opinion of management, all adjustments necessary to present such pro forma financial statements have been made. The following Unaudited Pro forma Condensed Consolidated Balance Sheet has been prepared based on the historical condensed balance sheet of Florida Rock Industries, Inc. as of June 30, 2003 and the historical consolidated balance sheet of Lafarge Florida as of June 30, 2003 and gives effect to the Lafarge Florida acquisition as if the acquisition of Lafarge Florida had occurred on June 30, 2003. The following Unaudited Pro forma Condensed Consolidated Statements of Income for the year ended September 30, 2002 and nine months ended June 30, 2003 give effect to the Lafarge Florida acquisition as if it had occurred at the beginning of the period. Florida Rock Industries, Inc. Unaudited Pro forma Condensed Consolidated Balance Sheet As of June 30, 2003 (in thousands)
The Company Lafarge FL Pro forma Pro forma Historical Historical Adjustments Combined ___________ __________ ___________ __________ ASSETS Current assets: Cash and cash equivalents $ 39,958 1 (31,950) (c) 8,009 Accounts and notes receivable, 91,078 10,888 - 101,966 Inventories 32,705 7,158 - 39,863 Prepaid expense and other 10,403 3 - 10,406 ________ _________ _________ ________ Total current assets 174,144 18,050 (31,950) 160,244 Other assets 64,794 - - 64,794 Goodwill 54,702 4,330 86,658 (b) 145,690 Property, plant and equipment, net 479,589 9,766 8,156 (a) 497,511 ________ _________ _________ _________ $ 773,229 32,146 62,864 868,239 ======== ========= ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payables $ 34,732 1,115 - 35,847 Dividends payable 2,870 - - 2,870 Federal and state income taxes 7,843 - - 7,843 Accrued payroll and benefits 17,095 479 - 17,574 Accrued insurance reserve 6,571 206 - 6,777 Accrued liabilities, othe 9,920 1,210 - 11,130 Long-term debt due within one year 518 - - 518 ________ ________ _________ _________ Total current liabilities 79,549 3,010 82,559 Long-term debt, net of current portion 44,013 92,000 (c) 136,013 Other long-term liabilities 93,218 - - 93,218 Shareholder's equity: Common stock 2,868 20 (20) (d) 2,868 Capital in excess of par value 18,292 - - 18,292 Retained earnings 535,289 29,116 (29,116) (d) 535,289 ________ ________ ________ _______ Total shareholders' equity 556,449 29,136 (29,136) 556,449 ________ ________ ________ _______ $ 773,229 32,146 62,864 868,239 ======== ======== ======== ======= The accompanying notes are an integral part of these pro forma financial statements.
Florida Rock Industries, Inc. Unaudited Pro forma Condensed Consolidated Statement of Income Year ended September 30, 2002 (in thousands, except per share data)
The Company Lafarge FL Pro forma Pro forma Historical Historical Adjustments Combined ___________ __________ ___________ __________ Net sales $ 707,459 88,398 - 795,857 Freight revenues 16,265 3,143 - 19,408 _________ _________ __________ __________ Total sales 723,724 91,541 - 815,265 Cost of sales 531,287 65,038 38 (e) 596,363 Freight expense 16,147 3,143 - 19,290 _________ _________ __________ _________ Total cost of sales 547,434 68,181 38 615,653 Gross profit 176,290 23,360 (38) 199,612 Selling, general and administrative 72,655 5,259 - 77,914 Loss (Gain) on sale of real estate (2,812) - - (2,812) ________ _________ ___________ __________ Operating profit 106,447 18,101 (38) 124,510 Interest expense (3,862) - (3,344) (f) (7,206) Interest income 1,450 - (228) (f) 1,222 Other income (expense), net 2,285 (1,162) - 1,123 ________ __________ ___________ __________ Income before income taxes 106,320 16,939 (3,610) 119,649 Provision for income taxes 37,425 6,608 (1,271) (g) 42,762 ________ _________ ___________ __________ Net income $ 68,895 10,331 (2,339) 76,887 ======= ========= =========== ========== Earnings per share: Basic $ 2.42 2.71 ======= ========= Diluted $ 2.38 2.66 ======= ========= ________ __________ Weighted average shares used in computing earnings per share: Basic 28,415 28,415 Diluted 28,953 28,953 The accompanying notes are an integral part of these pro forma financial statements.
Florida Rock Industries, Inc. Unaudited Pro forma Condensed Consolidated Statement of Income Nine months ended June 30, 2003 (in thousands, except per share data)
The Company Lafarge FL Pro forma Pro forma Historical Historical Adjustments Combined ____________ __________ ___________ __________ Net sales $ 514,157 69,125 - 583,282 Freight revenues 11,817 2,525 - 14,342 __________ _________ _________ __________ Total sales 525,974 71,650 597,624 Cost of sales 381,741 50,034 231 (e) 432,006 Freight expense 11,647 2,525 - 14,172 __________ _________ __________ ___________ Total cost of sales 393,388 52,559 231 446,178 Gross profit 132,586 19,091 (231) 151,446 Selling, general and administrative 57,344 3,897 - 61,241 Loss (Gain) on sale of real estate (2,409) - - (2,409) __________ __________ ___________ __________ Operating profit 77,651 15,194 (231) 92,614 Interest expense (1,314) 0 (1,635) (f) (2,949) Interest income 1,572 0 (8) (f) 1,564 Other income (expense), net 1,824 ( 982) - 842 __________ __________ ___________ __________ Income before income taxes 79,733 14,212 (1,874) 92,071 Provision for income taxes 28,066 5,543 (660) (g) 32,949 __________ __________ ___________ __________ Income before cumulative effect of accounting change 51,667 8,669 (1,214) 59,122 Cumulative effect of accounting change, net of income taxes of $181 333 0 - 333 __________ ___________ ___________ ___________ Net income $ 52,000 8,669 (1,214) 59,455 ========== =========== =========== =========== Earnings per share: Basic Income before cumulative effect of accounting change $ 1.81 2.07 Cumulative effect of accounting change .01 .01 __________ ___________ Net income $ 1.82 2.08 ========== =========== Diluted Income before cumulative effect of accounting change $ 1.78 2.04 Cumulative effect of accounting change .01 .01 _________ __________ Net income $ 1.79 2.05 ========= ========== Weighted average shares used in computing earnings per share: Basic 28,610 28,610 ======== ========== Diluted 29,057 29,057 ======== ========== The accompanying notes are an integral part of these pro forma financial statements.
FLORIDA ROCK INDUSTRIES, INC. Notes to Unaudited Pro Forma Consolidated Financial Statements OVERVIEW -- LAFARGE FLORIDA ACQUISITION The unaudited Pro Forma Consolidated Statement of Income for the year ended September 30, 2003 is based on the Company's fiscal year ended September 30, 2002 and Lafarge Florida's fiscal year ended December 31, 2002. The unaudited Pro Forma Consolidated Statement of Income for the nine months ended June 30, 2003 is based on the Company's and Lafarge Florida's nine months ended June 30, 2003. As a result, the results of operations for Lafarge Florida for the quarter ended December 31, 2002 are included in both periods. These pro forma results are for comparative purposes only and are not indicative either of the results of operations that would have resulted had the acquisition occurred at the beginning of the periods presented or of future results. Purchase Price Allocation - The purchase price of the Lafarge Florida acquisition has been allocated to the acquired assets and liabilities based upon their estimated fair values. The Company is still obtaining appraisals for certain of the assets acquired and accordingly the purchase price allocation is preliminary and subject to adjustment based on the final determination of the fair value of the net assets acquired. Any excess purchase price has been allocated to goodwill. NOTES (a) To adjust the assets and liabilities acquired to estimated fair market value based on a preliminary allocation of purchase price to net assets acquired. The Company is still in process of obtaining appraisals for certain of the net assets and determining the fair value and, therefore, the amounts allocated to various net assets is subject to change. (b) To record additional goodwill equal to the excess of purchase price over the estimated fair value of net assets acquired. (c) To record the funding of the acquisition. The purchase price was paid by using excess cash and borrowing under the Company's existing revolving credit agreements. At June 30, 2003, the Company would have had to borrow $92,000,000. At the date of acquisition the Company borrowed $85,000,000 to fund the acquisition. (d) To eliminate the stockholders' equity of Lafarge Florida. (e) To adjust depreciation expense based on the estimated fair market value of the assets assigned in the preliminary purchase price allocation. (f) To record interest expense on the monies borrowed under the Company's revolving credit facility and to eliminate interest earned on excess cash used to fund the acquisitions. (g) To record tax effects of adjustments. Effective tax rate on consolidated pro forma income before taxes is 35.7%.