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%.
