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8-K/A - FORM 8-K, AMENDMENT NO. 1 - EAGLE MATERIALS INC | d470306d8ka.htm |
EX-99.2 - UNAUDITED CARVE-OUT CONDENSED COMBINED FINANCIAL STATEMENTS - EAGLE MATERIALS INC | d470306dex992.htm |
Exhibit 99.3
Unaudited Pro Forma Condensed Combined Financial Information
The following unaudited pro forma condensed combined financial information gives effect to the acquisition (the Acquisition) by a wholly-owned subsidiary of Eagle Materials Inc. (the Company) of certain assets of the carved-out operations of Lafarge North America Inc. (the Lafarge Target Business), which was consummated on November 30, 2012. The assets acquired in the Acquisition include two cement manufacturing facilities, one located in Sugar Creek, Missouri and one located in Tulsa, Oklahoma. In addition, the acquired assets include six terminals served by the cement plants, which are located in Sugar Creek and Springfield, Missouri; Omaha, Nebraska; Iola and Wichita, Kansas and Oklahoma City, Oklahoma; two aggregates quarries; eight ready-mix plants located in or near Kansas City, Missouri; a fly-ash business located in the Kansas City, Missouri area; and certain related assets such as equipment, accounts receivable and working capital. The following unaudited pro forma condensed combined financial information is based on the historical financial statements of the Company and the historical carve-out financial statements of the Lafarge Target Business.
The unaudited pro forma condensed combined financial information of the Company gives effect to the Acquisition as if it had occurred (i) on September 30, 2012 for the purposes of the unaudited pro forma condensed combined balance sheet as of September 30, 2012 and (ii) on April 1, 2011 for the purposes of the unaudited pro forma condensed combined statements of earnings for the fiscal year ended March 31, 2012 and for the six month period ended September 30, 2012. The unaudited pro forma condensed combined statement of earnings for the fiscal year period ended March 31, 2012 gives effect to the Acquisition as if it had occurred on April 1, 2011 and is derived by combining the Companys audited consolidated statement of earnings for the fiscal year ended March 31, 2012 and the unaudited consolidated statement of earnings for six month periods ended September 30, 2012 with the Lafarge Target Businesss audited combined statement of earnings for the fiscal year ended December 31, 2011 and the unaudited combined statement of earnings for the six month period beginning April 1, 2012 through September 30, 2012. The Companys consolidated statement of earnings is derived from our audited financial statements as of and for the year ended March 31, 2012 included in the Companys annual report on Form 10-K filed with the Securities and Exchange Commission (the Commission) on May 25, 2012. The Lafarge Target Business audited and unaudited condensed combined statements of earnings are part of the condensed combined carve-out financial statements for the Lafarge Target Business included or incorporated by reference into this Current Report on Form 8-K/A. Certain amounts from the historical carve-out financial statements of the Lafarge Target Business have been reclassified to conform to the Companys presentation.
The unaudited pro forma condensed combined financial information is provided for informational purposes only and does not purport to represent what the Companys financial position or results of operations would actually have been had the Acquisition occurred on the assumed dates or to project the Companys financial position or results of operations as of any future date or for any future period. This information should be read in conjunction with, and is qualified in its entirety by reference to:
| the Companys historical audited consolidated financial statements and related notes and the sections entitled Managements Discussion and Analysis of Financial Condition and Results of Operations included in the Companys Annual Report on Form 10-K for the fiscal year ended March 31, 2012 and the Companys unaudited interim financial statements as of and for the six months ended September 30, 2012 and the section entitled Managements Discussion and Analysis of Financial Condition and Results of Operations included in the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2012; |
| the historical audited carve-out financial statements and related notes for the Lafarge Target Business as of and for the years ended December 31, 2011 and 2010 incorporated by reference into Exhibit 99.1 to this Current Report on Form 8-K/A; and |
| the historical unaudited carve-out financial statements and related notes for the Lafarge Target Business as of and for the nine months ended September 30, 2012 and 2011 included in Exhibit 99.2 to this Current Report on Form 8-K/A. |
Eagle Materials Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Earnings
For the Six Month Period Ended September 30, 2012
(dollars in thousands, except per share data)
Historical Eagle Materials Inc. |
Historical Lafarge Target Business |
Adjustment of overhead allocation in carve-out |
Ref. | Pro Forma Adjustments |
Ref. | Pro forma Combined |
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Revenues |
$ | 318,701 | $ | 112,423 | $ | | | $ | 431,124 | |||||||||||||||
3,600 | l | |||||||||||||||||||||||
Cost of Goods Sold |
263,315 | 89,410 | (2,686 | ) | k | (2,285 | ) | a | 351,354 | |||||||||||||||
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Gross Profit |
55,386 | 23,013 | 2,686 | (1,315 | ) | 79,770 | ||||||||||||||||||
Equity in Earnings of Unconsolidated Joint Venture |
15,218 | | | | 15,218 | |||||||||||||||||||
Corporate General and |
(750 | ) | k | |||||||||||||||||||||
Administrative Expenses |
(10,674 | ) | (14,153 | ) | 11,303 | k | 3,600 | l | (10,674 | ) | ||||||||||||||
Acquisition and Litigation Expense |
(6,374 | ) | | | | (6,374 | ) | |||||||||||||||||
Other Income (Expense) |
(204 | ) | (98 | ) | | | (302 | ) | ||||||||||||||||
| (1,276 | ) | b | |||||||||||||||||||||
Interest Expense, Net |
(7,313 | ) | (1,315 | ) | | (152 | ) | b | (10,056 | ) | ||||||||||||||
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Earnings Before Income Taxes |
46,039 | 7,447 | 13,989 | 107 | 67,582 | |||||||||||||||||||
Income Taxes |
(14,108 | ) | (2,576 | ) | (4,896 | ) | c | (37 | ) | c | (21,617 | ) | ||||||||||||
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Net Earnings |
$ | 31,931 | $ | 4,871 | $ | 9,093 | $ | 70 | 45,965 | |||||||||||||||
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Comprehensive Earnings |
$ | 32,163 | $ | 4,871 | $ | 9,093 | $ | 70 | 46,197 | |||||||||||||||
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EARNINGS PER SHARE |
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Basic |
$ | 0.71 | $ | 0.95 | ||||||||||||||||||||
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Diluted |
$ | 0.71 | $ | 0.94 | ||||||||||||||||||||
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AVERAGE SHARES OUTSTANDING |
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Basic |
44,708,499 | 3,450,000 | d | 48,158,499 | ||||||||||||||||||||
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Diluted |
45,219,224 | 3,450,000 | d | 48,669,224 | ||||||||||||||||||||
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See notes to the unaudited pro forma condensed combined financial statements.
Eagle Materials Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Earnings
For the Fiscal Year Ended March 31, 2012
(dollars in thousands, except per share data)
Historical Eagle Materials Inc. |
Historical Lafarge Target Business |
Adjustment of overhead allocation in carve-out |
Ref. | Pro Forma Adjustments |
Ref. | Pro forma Combined |
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Revenues |
$ | 495,023 | $ | 165,378 | $ | | | $ | 660,401 | |||||||||||||||
6,609 | l | |||||||||||||||||||||||
1,459 | m | |||||||||||||||||||||||
394 | j | |||||||||||||||||||||||
Cost of Goods Sold |
454,546 | 154,426 | (5,526 | ) | k | (4,789 | ) | a | 607,119 | |||||||||||||||
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Gross Profit |
40,477 | 10,952 | 5,526 | (3,673 | ) | 53,282 | ||||||||||||||||||
Equity in Earnings of Unconsolidated Joint Venture |
28,528 | | | | 28,528 | |||||||||||||||||||
Corporate General and |
(1,500 | ) | k | |||||||||||||||||||||
Administrative Expenses |
(19,617 | ) | (27,426 | ) | 22,317 | k | 6,609 | l | (19,617 | ) | ||||||||||||||
Other Income (Expense) |
356 | (29 | ) | | | 327 | ||||||||||||||||||
Other Non-Operating Expense |
(9,117 | ) | | | | (9,117 | ) | |||||||||||||||||
Loss on Debt Retirement |
(2,094 | ) | | | | (2,094 | ) | |||||||||||||||||
(2,502 | ) | b | ||||||||||||||||||||||
Interest Expense, Net |
(16,621 | ) | (2,679 | ) | | (305 | ) | b | (22,107 | ) | ||||||||||||||
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Earnings Before Income Taxes |
21,912 | (19,182 | ) | 27,843 | (1,371 | ) | 29,202 | |||||||||||||||||
Income Taxes |
(3,180 | ) | 8,158 | (9,745 | ) | c | 480 | c | (4,287 | ) | ||||||||||||||
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Net Earnings |
$ | 18,732 | $ | (11,024 | ) | $ | 18,098 | $ | (891 | ) | 24,915 | |||||||||||||
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Comprehensive Earnings |
$ | 16,109 | $ | (11,024 | ) | $ | 18,098 | $ | (891 | ) | 22,292 | |||||||||||||
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EARNINGS PER SHARE |
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Basic |
$ | 0.42 | d | $ | 0.52 | |||||||||||||||||||
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Diluted |
$ | 0.42 | d | $ | 0.52 | |||||||||||||||||||
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AVERAGE SHARES OUTSTANDING |
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Basic |
44,224,924 | 3,450,000 | d | 47,674,924 | ||||||||||||||||||||
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Diluted |
44,515,981 | 3,450,000 | d | 47,965,981 | ||||||||||||||||||||
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See notes to the unaudited pro forma condensed combined financial statements.
Eagle Materials Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Balance Sheet
At September 30, 2012
(dollars in thousands, except per share data)
Historical Eagle Materials Inc. |
Historical Lafarge Target Business |
Purchase Adjustments |
Ref. | Pro Forma Adjustments |
Ref. | Pro forma Combined |
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Current Assets |
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Cash |
$ | 8,149 | $ | | $ | | $ | (76 | ) | $ | 8,073 | |||||||||||||
Accounts and Note Receivable |
74,066 | 34,527 | | | 108,593 | |||||||||||||||||||
2,163 | i | |||||||||||||||||||||||
Inventories |
109,004 | 18,421 | 1,459 | g | 804 | 131,851 | ||||||||||||||||||
Prepaid and Other Assets |
2,588 | 3,316 | | | 5,904 | |||||||||||||||||||
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Total Current Assets |
193,807 | 56,264 | 1,459 | 2,891 | 254,421 | |||||||||||||||||||
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Property, Plant and Equipment |
1,149,075 | 526,897 | (120,593 | ) | g | (804 | ) | 1,554,575 | ||||||||||||||||
Less: Accumulated Depreciation |
(584,773 | ) | (258,743 | ) | 258,743 | g | | (584,773 | ) | |||||||||||||||
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Property, Plant and Equipment, net |
564,302 | 268,154 | 138,150 | g | (804 | ) | 969,802 | |||||||||||||||||
Notes Receivable |
3,316 | | | 3,316 | ||||||||||||||||||||
Investment in Joint Venture |
39,908 | | | 39,908 | ||||||||||||||||||||
13,400 | g | |||||||||||||||||||||||
Goodwill and Intangible Assets |
150,584 | 101,200 | (101,200 | ) | g | | 163,984 | |||||||||||||||||
Other Assets |
22,971 | 2,853 | (1,653 | ) | g | 24,171 | ||||||||||||||||||
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$ | 974,888 | $ | 428,471 | $ | 50,156 | $ | 2,087 | 1,455,602 | ||||||||||||||||
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Current Liabilities |
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Accounts Payable |
$ | 34,730 | $ | 9,604 | $ | | $ | | $ | 44,334 | ||||||||||||||
Accrued Liabilities |
42,602 | 7,613 | | | 50,215 | |||||||||||||||||||
Income Taxes Payable |
11,455 | | | | 11,455 | |||||||||||||||||||
Current Portion of Long-term Debt |
4,677 | | | | 4,677 | |||||||||||||||||||
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Total Current Liabilities |
93,464 | 17,217 | | | 110,681 | |||||||||||||||||||
Long-Term Debt |
212,259 | 46,462 | (46,462 | ) | e | 307,000 | b | 519,259 | ||||||||||||||||
Other Long-Term Liabilities |
39,747 | 954 | 246 | g | | 40,947 | ||||||||||||||||||
Deferred Income Taxes |
127,307 | 31,533 | (31,033 | ) | h | | 127,807 | |||||||||||||||||
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Total Liabilities |
472,777 | 96,166 | (77,249 | ) | 307,000 | 798,694 | ||||||||||||||||||
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Shareholders Equity |
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Preferred Stock |
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Common Stock |
454 | | | 35 | d | 489 | ||||||||||||||||||
Capital in Excess of Par Value |
44,208 | | | 154,762 | d | 198,970 | ||||||||||||||||||
Accumulated Other Comprehensive Losses |
(5,284 | ) | | | (5,284 | ) | ||||||||||||||||||
Retained Earnings |
462,733 | 332,305 | (334,468 | ) | f | 2,163 | i | 462,733 | ||||||||||||||||
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Total Stockholders Equity |
502,111 | 332,305 | (334,468 | ) | 156,960 | 656,908 | ||||||||||||||||||
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$ | 974,888 | $ | 428,471 | $ | (411,717 | ) | $ | 463,960 | $ | 1,455,602 | ||||||||||||||
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See notes to the unaudited pro forma condensed combined financial statements.
Eagle Materials Inc. and Subsidiaries
Notes To Unaudited Pro Forma
Condensed Combined Financial Information
(A) | Basis of Pro Forma Presentation |
The unaudited pro forma condensed combined financial information of the Company gives effect to the Acquisition as if it had occurred (i) on September 30, 2012 for the purposes of the unaudited pro forma condensed combined balance sheet as of September 30, 2012; and (ii) on April 1, 2011 for the purposes of the unaudited pro forma condensed combined statements of earnings for the fiscal year ended March 31, 2012 and for the six months ended September 30, 2012. The unaudited pro forma condensed combined statement of earnings for the fiscal year period ended March 31, 2012 gives effect to the Acquisition as if it had occurred on April 1, 2011 and is derived by combining the Companys audited consolidated statement of earnings for the fiscal year ended March 31, 2012 and the unaudited consolidated statement of earnings for six month periods ended September 30, 2012 with the Lafarge Target Businesss audited combined statement of earnings for the fiscal year ended December 31, 2011 and the unaudited combined statement of earnings for the six month period beginning April 1, 2012 through September 30, 2012. Certain amounts from the historical carve-out financial statements of the Lafarge Target Business have been reclassified to conform to the Companys presentation.
General
The pro forma adjustments reflecting the Acquisition are based on certain estimates and assumptions which may not prove to be correct in light of information that becomes available in the future. The accuracy of these estimates and assumptions will depend on a number of factors, including future events and uncertainties that are or may be outside of the control of the Company. Therefore, actual results will differ from the estimates and assumptions underlying the pro forma adjustments, and it is possible that the differences may be material. The Companys management believes that its estimates and assumptions provide a reasonable basis for presenting all of the significant effects of the Acquisition and that the pro forma adjustments give appropriate effect to those estimates and assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information does not reflect any cost savings or other financial benefits that may result from operating expense efficiencies or revenue enhancements arising from the Acquisition. Additionally, the Company estimates that it incurred transaction costs of approximately $4.0 million associated with the Acquisition, which are not reflected in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information does not purport to reflect what the Companys results of operations or financial position would actually have been if the Acquisition had been effected on the assumed dates and if the Company and the Lafarge Target Business had been managed as one entity during the periods presented. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements of the Company included in the Companys Annual Report on Form 10-K for the fiscal year ended March 31, 2012 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 and the historical carve-out financial statements of the Lafarge Target Business included or incorporated by reference into this Current Report on Form 8-K/A.
(B) | Purchase Price and Allocation Thereof |
On November 30, 2012, the Company completed its previously announced Acquisition of certain assets used in the Lafarge Target Business for a purchase price of approximately $453.4 million in cash, after adjustments for working capital and other payments. The purchase price is subject to further adjustment after the closing to reflect the net working capital acquired in the Acquisition. The Acquisition was financed through a combination of borrowings under the Companys bank credit facility and the issuance of common stock in an underwritten public offering completed on October 3, 2012 that generated net proceeds of approximately $154.8 million. The new debt was drawn from our existing credit facility, which was amended in September 2012 to increase available borrowings from $300.0 million to $400.0 million.
The Acquisition has been accounted for under the acquisition method of accounting. The Company has engaged a third-party valuation firm to perform a valuation of the assets acquired and the liabilities assumed at the closing date of the Acquisition, and the firm used various methodologies to estimate the fair value of acquired assets and liabilities including discounted cash flow analysis. Although substantial progress has been made with respect to this valuation, it is not yet complete. Accordingly, the Companys allocation of the purchase price to the assets acquired and liabilities assumed in the Acquisition is preliminary. The third party valuation firms work has been used by the Company to prepare the unaudited pro forma condensed combined statement of earnings and balance sheet; however, it is likely that this valuation may change subsequent to the filing of this Current Report on Form 8-K/A.
The preparation of the valuation of the assets acquired and liabilities assumed in the Acquisition requires the use of significant assumptions and estimates. Critical estimates include, but are not limited to, future expected cash flows, including projected revenues and expenses, and applicable discount rates. These estimates are based on assumptions that the Company believes to be reasonable. However, actual results may significantly differ from these estimates.
Under the acquisition method of accounting, the total estimated purchase price was allocated to the net tangible and intangible assets and assumed liabilities based on their estimated fair values at September 30, 2012. Based on the Companys current estimate of the fair value of tangible and intangible assets acquired and liabilities assumed, which is based on estimates and assumptions and is subject to change, the expected purchase price is allocated as follows:
Estimated purchase price allocation at acquisition date (in thousands) |
As of September 30, 2012 |
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Cash and cash equivalents |
$ | | ||
Accounts Receivable |
34,527 | |||
Inventories |
22,847 | |||
Prepaid and Other Assets |
3,316 | |||
Property and Equipment |
405,500 | |||
Intangible Assets |
13,400 | |||
Other Assets |
1,200 | |||
Accounts Payable |
(9,604 | ) | ||
Accrued Liabilities |
(7,613 | ) | ||
Income Taxes Payable |
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Long-term Debt |
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Other Long-term Liabilities |
(1,200 | ) | ||
Deferred Taxes |
(500 | ) | ||
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Total Net Assets |
461,873 | |||
Goodwill |
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Total Estimated Purchase Price |
$ | 461,873 | ||
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The amount paid at closing was less than the amount shown in the purchase price allocation above due to the fact that net working capital at September 30, 2012 was higher than estimated net working capital at November 30, 2012. As indicated above, the purchase price of $453.4 million is subject to further adjustment after the closing to reflect the actual net working capital acquired in the Acquisition.
The foregoing allocation is based on a third-party valuation that has not yet been finalized. Until such time as a final valuation report has been received, adjustments may be made to the amount assigned to the assets acquired and liabilities assumed be adjusted, and such adjustments could be significant.
(C) | Reclassifications |
Historically the Lafarge Target Business classified certain repair parts as inventory and others as property, plant and equipment, while the Company classifies all repair parts as inventory. The reclassification above is made to conform the Lafarge Target Businesss presentation to the Companys presentation by including all repair parts in inventory in the unaudited pro forma condensed combined financial statements.
The Company classifies all expenses of its operating subsidiaries as cost of goods sold in its statement of earnings. Accordingly, all general and administrative expenses of the Lafarge Target Business have been reclassified to cost of goods sold in the pro forma presentation.
(D) | Elimination of Overhead Allocation in Carve-out |
The carve-out financial statements of the Lafarge Target Business include an allocation of the estimated costs incurred by Lafarge North America Inc. and its affiliates to provide services and support functions to the Lafarge Target Business which totals approximately $14.0 million and $27.8 million for the six months ended September 30, 2012 and the fiscal year ended March 31, 2012, respectively. These allocated costs are primarily related to corporate administrative expenses and reorganization costs, employee related costs including pensions and other benefits for corporate and shared employees, and rental and usage fees for shared assets for certain functional groups. Because the cost structure of the Company is significantly different than that of Lafarge North America Inc. and its affiliates, we have adjusted the allocation to represent the costs expected to be incurred on behalf of the Lafarge Target Business by the Company, which total approximately $0.8 million and $1.5 million for the six months ended September 30, 2012 and the fiscal year ended March 31, 2012, respectively. These costs have been calculated based on the average of overhead costs incurred at our other cement plants of similar size. Further, we have assumed the addition of certain plant level personnel who will provide services similar to those included in the cost allocation to the Lafarge Target Business in its carve-out financial statements. This adjustment is forward-looking and not necessarily indicative of actual costs that will be incurred in any future periods.
(E) | Pro Forma Adjustments |
a) | To record the net increase in depreciation and amortization expense resulting from purchase price accounting adjustments. The increase is based on depreciation of the estimated fair market value of the plant and equipment purchased over the new estimated useful life, less historical depreciation incurred over these periods, plus the amortization of the fair value of intangible assets acquired over those periods, as calculated below: |
Six Months ended September 30, 2012 | ||||||||
Property, Plant and Equipment |
Intangible Assets |
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(dollars in thousands) | ||||||||
Estimated fair value |
$ | 405,500 | $ | 13,400 | ||||
Estimated fair value of land |
(30,400 | ) | | |||||
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Depreciable/Amortizable value |
375,100 | 13,400 | ||||||
Estimated life (in years) |
24 | 11 | ||||||
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Estimated annual depreciation/amortization |
15,629 | 1,218 | ||||||
2 | 2 | |||||||
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Estimated six-months depreciation/amortization |
7,815 | 609 | ||||||
Less historical depreciation/amortization |
(10,709 | ) | | |||||
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$ | (2,894 | ) | $ | 609 | ||||
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Fiscal Year ended March 31, 2012 | ||||||||
Property, Plant and Equipment |
Intangible Assets |
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(dollars in thousands) | ||||||||
Estimated fair value |
$ | 405,500 | $ | 13,400 | ||||
Estimated fair value of land |
(30,400 | ) | | |||||
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Depreciable/Amortizable value |
375,100 | 13,400 | ||||||
Estimated life (in years) |
24 | 11 | ||||||
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Estimated annual depreciation/amortization |
15,629 | 1,218 | ||||||
Less historical depreciation/amortization |
(21,636 | ) | | |||||
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$ | (6,007 | ) | $ | 1,218 | ||||
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Identifiable intangible assets include permits, customer relationships and the fair value of a long-term cement supply agreement with Lafarge North America Inc.
b) | To record interest expense based on the estimated increased borrowings under our existing bank credit facility. We borrowed $310.0 million, of which approximately $307.0 million was used to fund the Acquisition. The estimated interest rate on these borrowings is calculated based on the interest rate that would have been charged under the bank credit facility based on the pro forma earnings before interest, taxes, depreciation and amortization and the pro forma debt as of the date of the Acquisition. A one-eighth percent hypothetical change in the interest rate would have increased or decreased pro forma interest expense by $0.2 million and $0.4 million during the six months ended September 30, 2012 and fiscal year ended March 31, 2012, respectively. This adjustment also includes the amortization of debt issue costs of $1.5 million incurred in connection with the additional borrowings, amortized over the remaining life of the related debt agreements, which averaged approximately 62 months as of April 2011. |
The interest that the Company will ultimately pay on the borrowings under our bank credit facility could vary greatly from what is assumed in the unaudited pro forma condensed combined financial information and will depend on the actual timing and amount of borrowings and repayments, and changes in the variable interest rate, among other factors.
c) | To adjust the tax provision to reflect the aggregate pro forma increase in earnings before income taxes at the statutory tax rate of 35%. |
d) | To recognize 3,450,000 shares of common stock, par value of $.01 per share (including 450,000 shares issued pursuant to the underwriters option to purchase additional shares of common stock to cover overallotments) issued by the Company at a price to the public of $46.50 per share in an underwritten public offering that closed on October 3, 2012. The offering generated net proceeds of approximately $154.8 million, after deducting underwriting discounts, commissions and expenses related to the offering. |
Below is a reconciliation of shares used in computing pro forma earnings per share. The shares of common stock issued in the equity offering have been treated as if they were issued at the beginning of each respective period.
For the period ended | ||||||||
September 30, 2012 |
March 31, 2012 |
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Weighted-Average Shares of Common Stock Outstanding |
44,708,499 | 44,224,924 | ||||||
Shares Sold in the Equity Offering |
3,450,000 | 3,450,000 | ||||||
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Basic Shares Outstanding |
48,158,499 | 47,674,924 | ||||||
Effect of Dilutive Shares: |
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Assumed Exercise of Outstanding Dilutive Options |
1,428,889 | 800,748 | ||||||
Less Shares Repurchased from Assumed Proceeds of Assumed Exercised Options |
(1,162,751 | ) | (652,046 | ) | ||||
Restricted Shares |
244,587 | 142,355 | ||||||
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Weighted-Average Common and Common Equivalent Shares Outstanding |
48,669,224 | 47,965,981 | ||||||
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e) | To eliminate the debt of the Lafarge Target Business that was not assumed in the Acquisition. |
f) | To eliminate the Lafarge Target Business historical shareholders equity. |
g) | To reflect the net impact of the increase in inventories ($1.5 million), property, plant and equipment ($138.2 million) and intangible assets ($13.4 million) to fair value, offset by the decrease in other assets ($1.7 million), the increase in other long-term liabilities ($0.3 million) to fair value and the elimination of historical goodwill and intangible assets ($101.2 million). |
h) | To reflect the deferred tax impact on the fair value adjustment to inventory of $0.5 million and to eliminate historical deferred taxes of the Lafarge Target Business. |
i) | To eliminate the LIFO reserve from the historical financial statements of the Lafarge Target Business to conform to the Companys accounting policy. |
j) | To eliminate the change in the LIFO reserve from the historical financial statements of the Lafarge Target Business during the twelve month period ended March 31, 2012. |
k) | To reflect projected overhead costs on a pro forma basis for the Lafarge Target Business, and to eliminate the overhead allocated to the Lafarge Target Business by Lafarge North America Inc. and its affiliates. Below is a reconciliation of the amounts allocated to the Lafarge Target Business that are not reflective of the expected results of operations going forward, along with the estimate of the overhead amounts expected to be incurred by the Company in operating the same business after closing. |
For the Six Months Ended September 30, 2012 |
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(dollars in thousands) | ||||||||||||
Overhead Allocated in carve- out |
Estimate of Future Expenses |
Net Adjustment |
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Cost of Goods Sold |
$ | 2,686 | $ | | $ | (2,686 | ) | |||||
Corporate Selling and Administrative |
11,303 | (750 | ) | (10,553 | ) | |||||||
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Total Expense |
$ | 13,989 | $ | (750 | ) | $ | (13,239 | ) | ||||
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For the Fiscal Year ended March 31, 2012 | ||||||||||||
(dollars in thousands) | ||||||||||||
Overhead Allocated in carve- out |
Estimate of Future Expenses |
Net Adjustment |
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Cost of Goods Sold |
$ | 5,526 | $ | | $ | (5,526 | ) | |||||
Corporate Selling and Administrative |
22,317 | (1,500 | ) | (20,817 | ) | |||||||
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Total Expense |
$ | 27,843 | $ | (1,500 | ) | $ | (26,343 | ) | ||||
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The estimates of future expenses were derived by reference to the historical overhead expenses incurred in conducting similar operations at our other cement plants. This adjustment is forward looking in nature and not necessarily indicative of actual costs that will be incurred in any future period.
l) | General and administrative expenses remaining after the elimination of the overhead allocation have been reclassified to cost of goods sold to conform to the Companys presentation. See Note (C) for more information. |
m) | To reflect subsequent impact of the fair value adjustment to inventory on earnings. |