UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2014
VULCAN
MATERIALS COMPANY
(Exact name of registrant as specified in its charter)
New Jersey | 001-33841 | 20-8579133 |
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Commission File Number)
1200 Urban
Center Drive
Birmingham, Alabama 35242
(Address of principal executive offices) (zip code)
(205) 298-3000
Registrant's telephone number, including area code:
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On March 7, 2014, Vulcan Materials Company (the “Company”) completed the sale of the Company’s cement and concrete businesses in the Florida area pursuant to the terms of an Asset Purchase Agreement (the “Purchase Agreement”) with Cementos Argos, S.A., a multiregional company based in Colombia, South America (the “Purchaser”) dated January 23, 2014. The assets sold to Purchaser are located in Florida and, southern Georgia, and include the Company’s Newberry, Florida cement plant, Tampa and Port Manatee cement terminals and grinding facilities, 69 ready-mix concrete sites and 13 concrete block and building material sites. The Company is retaining all of its aggregates operations in Florida and as part of the transaction, has entered into a supply agreement to continue to provide aggregates to the divested facilities, at market prices, for a period of 20 years. The sale generated $720 million of gross proceeds.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2014 and incorporated herein by reference.
ITEM 7.01. REGULATION FD DISCLOSURE
On March 7, 2014, the Company issued a press release announcing the sale of its cement and concrete assets in the Florida area. A copy of the press release is attached hereto as Exhibit 99.2. Exhibit 99.2 is being furnished and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(b) | Pro Forma Financial Information |
Attached as Exhibit 99.1 hereto are an unaudited pro forma balance sheet as of December 31, 2013 and an unaudited pro forma income statement for the fiscal year ended December 31, 2013.
(d) | Exhibits |
2.1 | Asset Purchase Agreement dated as of January 23, 2014, by and among Florida Rock Industries, Inc. and Florida Cement, Inc. and Argos Cement LLC and Argos Ready Mix, with Vulcan Materials Company and Cementos Argos S.A. as Guarantors (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on January 23, 2014). |
99.1 | Unaudited pro forma financial information. |
99.2 | Press release of Vulcan Materials Company dated March 7, 2014. |
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.
VULCAN MATERIALS COMPANY | ||
By: | /s/ John R. McPherson | |
Name: Title: |
John
R. McPherson Executive Vice President and Chief Financial Officer |
Dated: March 11, 2014
EXHIBIT INDEX
Exhibit No. | Description | |
2.1 | Asset Purchase Agreement dated as of January 23, 2014, by and among Florida Rock Industries, Inc. and Florida Cement, Inc. and Argos Cement LLC and Argos Ready Mix, with Vulcan Materials Company and Cementos Argos S.A. as Guarantors (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on January 23, 2014). | |
99.1 | Unaudited pro forma financial information. | |
99.2 | Press release of Vulcan Materials Company dated March 7, 2014. |
Exhibit 99.1
VULCAN MATERIALS
COMPANY AND SUBSIDIARY COMPANIES
UNAUDITED PRO FORMA FINANCIAL STATEMENT INFORMATION
On March 7, 2014, Vulcan Materials Company (the “Company”) completed the sale of the Company’s cement and concrete businesses in the Florida area to Cementos Argos, S.A., a multiregional company based in Colombia, South America (the “Purchaser”). The assets sold to Purchaser are located in Florida and southern Georgia, and include the Company’s Newberry, Florida cement plant, Tampa and Port Manatee cement terminals and grinding facilities, 69 ready-mix concrete sites and 13 concrete block and building material sites. The Company is retaining all of its aggregates operations in Florida and as part of the transaction, has entered into a supply agreement to continue to provide aggregates to the divested facilities, at market prices, for a period of 20 years. The sale generated $720 million of gross proceeds.
On March 10, 2014, the Company completed a tender offer to purchase $506 million principal amount of outstanding debt. The $506 million reduction in long-term debt is estimated to reduce annual pretax interest expense by $32 million.
The unaudited Pro Forma Condensed Consolidated Statement of Earnings for the year ending December 31, 2013 and the unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2013 have been derived from the audited financial statements of the Company included in its 2013 Annual Report on Form 10-K. The unaudited Pro Forma Condensed Consolidated Balance Sheet gives effect to the sale as if the transaction occurred on December 31, 2013. The unaudited Pro Forma Condensed Consolidated Statement of Earnings gives effect to the sale as if the transaction occurred on January 1, 2013. The impact of the anticipated use of proceeds to purchase debt is included in the period presented.
The unaudited pro forma financial statement information is based upon available information and assumptions that the Company believes are reasonable. This pro forma financial statement information has been provided for informational purposes only. The pro forma information is not necessarily indicative of what the Company’s financial position or results of operations actually would have been had the sale and related debt purchase occurred as of the dates indicated. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future financial position or operating results of the Company.
The unaudited pro forma financial statement information, including the notes thereto, should be read in conjunction with the historical financial statements of the Company included in its 2013 Annual Report on Form 10-K.
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2013
in thousands | As Reported | (1) | Divestiture | (2) | Debt Purchase | (3) | Pro Forma | (4) | ||||||||
Net sales | $2,628,696 | $172,963 | $2,455,733 | |||||||||||||
Delivery revenues | 142,013 | - | 142,013 | |||||||||||||
Total revenues | 2,770,709 | 172,963 | 2,597,746 | |||||||||||||
Cost of goods sold | 2,201,816 | 194,761 | 2,007,055 | |||||||||||||
Delivery costs | 142,013 | - | 142,013 | |||||||||||||
Cost of revenues | 2,343,829 | 194,761 | 2,149,068 | |||||||||||||
Gross profit | 426,880 | (21,798 | ) | 448,678 | ||||||||||||
Selling, administrative and general expenses | 259,427 | 9,386 | 250,041 | |||||||||||||
Gain on sale of property, plant & equipment | ||||||||||||||||
and businesses, net | 39,250 | - | 39,250 | |||||||||||||
Restructuring charges | (1,509 | ) | - | (1,509 | ) | |||||||||||
Other operating expense, net | (14,790 | ) | (2,889 | ) | (11,901 | ) | ||||||||||
Operating earnings | 190,404 | (34,073 | ) | 224,477 | ||||||||||||
Other nonoperating income, net | 7,538 | - | 7,538 | |||||||||||||
Interest expense (income), net | 201,645 | - | (32,267 | ) | 169,378 | |||||||||||
Earnings (loss) from continuing operations | ||||||||||||||||
before income taxes | (3,703 | ) | (34,073 | ) | 32,267 | 62,637 | ||||||||||
Provision for (benefit from) income taxes | (24,459 | ) | (12,852 | ) | 11,877 | 270 | ||||||||||
Earnings (loss) from continuing operations | $20,756 | ($21,221 | ) | $20,390 | $62,367 | |||||||||||
Basic earnings per share - continuing operations | $ 0.16 | $0.48 | ||||||||||||||
Diluted earnings per share - continuing operations | $ 0.16 | $0.47 | ||||||||||||||
Weighted-average common shares outstanding | ||||||||||||||||
Basic | 130,272 | 130,272 | ||||||||||||||
Assuming dilution | 131,467 | 131,467 | ||||||||||||||
Depreciation, depletion, accretion and amortization | $307,108 | $36,025 | $271,083 |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2013
in thousands | As Reported | (5) | Divestiture | Debt Purchase | (12) | Pro Forma | (13) | |||||||||
Assets | ||||||||||||||||
Cash and cash equivalents | $193,738 | $719,000 | (6) | ($588,685 | ) | $324,053 | ||||||||||
Accounts and notes receivable, net | 339,621 | - | - | 339,621 | ||||||||||||
Inventories | 344,606 | (36,310 | )(7) | - | 308,296 | |||||||||||
Current deferred income taxes | 40,423 | 1,193 | (8) | - | 41,616 | |||||||||||
Prepaid expenses | 22,549 | - | - | 22,549 | ||||||||||||
Assets held for sale | 10,559 | - | - | 10,559 | ||||||||||||
Total current assets | 951,496 | 683,883 | (588,685 | ) | 1,046,694 | |||||||||||
Investments and long-term receivables | 42,387 | - | - | 42,387 | ||||||||||||
Property, plant & equipment, net | 3,312,017 | (396,767 | )(7) | - | 2,915,250 | |||||||||||
Goodwill | 3,081,521 | - | - | 3,081,521 | ||||||||||||
Other intangible assets, net | 697,578 | (62,349 | )(7) | - | 635,229 | |||||||||||
Other noncurrent assets | 174,144 | (2,690 | )(7) | (4,215 | ) | 167,239 | ||||||||||
Total assets | $8,259,143 | $222,077 | $(592,900 | ) | $7,888,320 | |||||||||||
Liabilities | ||||||||||||||||
Current maturities of long-term debt | $ 170 | - | - | $ 170 | ||||||||||||
Trade payables and accruals | 139,345 | - | - | 139,345 | ||||||||||||
Other current liabilities | 159,620 | 53,477 | (9) | (35,834 | ) | 177,263 | ||||||||||
Total current liabilities | 299,135 | 53,477 | (35,834 | ) | 316,778 | |||||||||||
Long-term debt | 2,522,243 | - | (515,051 | ) | 2,007,192 | |||||||||||
Noncurrent deferred income taxes | 701,075 | 29,651 | (10) | 1,573 | 732,299 | |||||||||||
Deferred revenue | 219,743 | - | - | 219,743 | ||||||||||||
Other noncurrent liabilities | 578,841 | (8 | )(7) | - | 578,833 | |||||||||||
Total liabilities | 4,321,037 | 83,120 | (549,312 | ) | 3,854,845 | |||||||||||
Equity | ||||||||||||||||
Common stock, $1 par value | 130,200 | - | - | 130,200 | ||||||||||||
Capital in excess of par value | 2,611,703 | - | - | 2,611,703 | ||||||||||||
Retained earnings | 1,295,834 | 138,957 | (11) | (45,998 | ) | 1,388,793 | ||||||||||
Accumulated other comprehensive loss | (99,631 | ) | - | 2,410 | (97,221 | ) | ||||||||||
Total equity | 3,938,106 | 138,957 | (43,588 | ) | 4,033,475 | |||||||||||
Total liabilities and equity | $8,259,143 | $222,077 | ($592,900 | ) | $7,888,320 |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
VULCAN MATERIALS
COMPANY AND SUBSIDIARY COMPANIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions)
(1) | Represents results of operations as reported on the audited Consolidated Statement of Comprehensive Income included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. |
(2) | Represents the results of operations of the sold concrete and cement operations. Net sales include adjustments for recurring intercompany sales between the Company and the divested operations that were previously eliminated in consolidation as such sales will continue after the divestiture. Tax effects have been determined based on the statutory rates in effect during the period. |
(3) | Represents the reduction in interest expense resulting from the use of proceeds to retire $506.4 million principal amount of debt. The loss on debt purchase is excluded from the pro forma statement of earnings as it is non-recurring. |
(4) | Represents the results of operations after adjustments for the divestiture and debt purchase. |
(5) | Represents balances as reported on the audited Consolidated Balance Sheet included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. |
(6) | Represents cash proceeds received from Purchaser, net of transaction costs, as follows: |
Proceeds from Purchaser | $720.0 | |||
Cash paid for transaction costs | (1.0 | ) | ||
Adjustment to cash and cash equivalents | $719.0 |
(7) | Represents the assets and liabilities of the sold concrete and cement operations. |
(8) | Represents current deferred income tax adjustments related to the sale. |
(9) | Represents current federal and state income tax due on the sale. |
(10) | Represents noncurrent deferred income tax adjustments related to the sale. Assumes like-kind-exchange deferral of $37.3 million related to the purchase of 136 million tons of aggregates reserves in Southern California for $117 million as announced in the press release dated January 23, 2014. As the Company previously operated this quarry under a mineral lease, the acquisition will result in a $7 million decrease to annual royalty expense. In addition, the noncurrent deferred income tax adjustment assumes utilization of all federal net operating loss and charitable contribution carryforwards, and a portion of state net operating loss carryforwards. |
(11) | Retained earnings were adjusted as a result of adjustments (7) through (10). The actual gain may differ from this estimate. |
(12) | The Company used $588.7 million of the sales proceeds to retire $506.4 million principal amount of debt and pay accrued interest on the debt purchased resulting in a pretax charge of $72.8 million. The following tables summarize the transaction: |
Cash Paid | ||||
Principal Amount | $506.4 | |||
Premium | 71.8 | |||
Accrued Interest | 9.0 | |||
Transaction Costs | 1.5 | |||
Total | $588.7 | |||
Reported
Value Debt Reduction Principal Amount | $506.4 | |||
Fair Value Hedge Gain and Discounts | 8.7 | |||
Total | $515.1 | |||
Pretax Charge | ||||
Premium | $71.8 | |||
Transaction Costs | 1.5 | |||
Acceleration of Deferred Gains and Costs | (.5 | ) | ||
Total | $72.8 |
The debt purchase will also result in estimated current federal and state income tax benefit of $26.8 million.
As noted above, the loss on debt purchase is excluded from the pro forma statement of earnings as it is non-recurring.
(13) | Represents balances after adjustments for the divestiture and debt purchase. |
Exhibit 99.2
March 7, 2014
FOR IMMEDIATE RELEASE
Investor Contact: Mark Warren (205) 298-3220
Media Contact: David Donaldson (205) 298-3220
VULCAN MATERIALS COMPLETES SALE OF FLORIDA
CEMENT AND CONCRETE ASSETS
Birmingham, Ala. March 7, 2014 – Vulcan Materials Company (NYSE:VMC), the nation’s largest producer of construction aggregates, today announced that it has completed the previously announced sale of the Company’s cement and concrete businesses in the Florida area to Cementos Argos for gross cash proceeds of $720 million. Under a separate supply agreement, Vulcan will continue to provide aggregates to the divested concrete facilities, at market prices, for a period of 20 years.
“We are pleased to have successfully completed the transaction with Argos and to be working with Argos to supply aggregates to the facilities going forward,” said Don James, Chairman and Chief Executive Officer. “This transaction further enhances our strategic focus as the leading aggregates producer in the fastest-growing regions and urban markets of the United States. Over the past two years we have successfully executed upon our core aggregates strategy, and we look forward to continuing to create value for shareholders in the future.”
The completion of the asset sale to Cementos Argos and related restructuring and other transaction-related expenses are expected to result in a pretax gain of approximately $210 million, or $1.00 per diluted share for 2014.
As previously announced, Vulcan’s tender offer to purchase up to $500 million aggregate principal amount of its senior notes, as outlined most recently in the Company’s press release dated March 3, 2014, is due to expire at 5:00 p.m., New York City time, March 7, 2014, the same day as the completion of the Argos transaction. Vulcan will communicate the final results of the tender offer promptly following the expiration of the tender offer.
About Vulcan Materials Company
Vulcan Materials Company, a member of the S&P 500 index, is the nation’s largest producer of construction aggregates and a major producer of asphalt mix and concrete.
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