Florida Rock Industries — Merger or Acquisition (May 2007)
31 slides from Florida Rock Industries's merger presentation, May 4, 2007
Slide 1: Florida Rock Industries, Inc.
Florida Rock Industries, Inc.
Slide 2: Forward-looking statements
This presentation and discussion may include comments or information about the future of Florida Rock Industries, Inc. and subsidiaries, including plans, expectations and, in some cases, predictions. These forward-looking statements are based on management's beliefs and assumptions and are, by their
Slide 3: Solicitation material and proxy statement notice
This document may be deemed to be solicitation material in respect of the proposed transaction. In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. SHAREHOLDERS OF FLORIDA ROCK ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER R
Slide 4: Company Overview
Founded in 1929 by the Thompson S. Baker Family: Baker Family owns approx. 26% of the Company. One of the Nation's largest producers of aggregates. Major supplier of Ready Mix Concrete in Florida, south Georgia, Virginia and Maryland (Ranked #1 or #2 in most markets). Major Florida cement supplier t
Slide 5: Business Segments
Business Segments G
Slide 6: Aggregate & Cement Facilities
Corporate Headquarters Jacksonville, Florida Aggregate & Cement Facilities LOCATIONS INCLUDE: 21 Stone Quarries 15 Sand Plants 11 Distribution Terminals 1 Calcium Products Plants 1 Cement Plant 2 Cement Import & Grinding Facilities 2.5 Billion tons of Reserves
Slide 7: Concrete Facilities
LOCATIONS INCLUDE: 114 Ready-mix Plants 13 Concrete Block Plants 1 Prestress Plant 1 Precast Plant 1 Brickyard Corporate Headquarters Jacksonville, Florida Concrete Facilities
Slide 8: Key Strengths: Reasons for Confidence
Key Strengths Reasons for Confidence Strong Position in the Most Attractive US Building Materials Markets Location and Quality of Reserves Low Cost Producer High Quality Balance Sheet and Strong Internal Cash Flow Great Track Record
Slide 9: Sales Growth History
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 3-D Column 398.7 456.8 492.5 579.3 647.8 696.6 707.5 728.7 926.6 1126.6 1328.3 (Amounts in Millions) CAGR +12.8 % CAGR +13.8% +17.9% Sales Growth History (excluding freight)
Slide 10: Earnings Growth History
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 3-D Column 27 37.1 38.9 46.6 59.7 69.3 68.9 75.9 113.7 157.7 211.8 (Amounts in Millions) CAGR +22.9% CAGR +25.0% +34.3% Earnings Growth History
Slide 11: Earnings Per Share - Diluted
2002 2003 2004 2005 2006 Nine Months 1.01 1.11 1.52 2.27 3.11 Asset Sales 0.04 0.05 0.2 0.1 0.05 Earnings Per Share - Diluted Twelve Months Ended September 30 $1.06 $1.16 $1.72 $2.36 $3.16 Gain on Asset Sales +33.7% CAGR 31.4%
Slide 12: Sales by Market
Florida Georgia/Western Tennessee Mid-Atlantic North Carolina East 977485 116466 6966 382061 6029 2006 Sales by Market
Slide 13: Asset Sale Contribution to Annual Earnings
2002 2003 2004 2005 2006 67.086 73.589 105.256 153.7 208.2 Asset Sales 1.81 2.31 8.41 4 3.6 $75.9 $157.7 $68.9 $113.7 (Amounts in Millions) Asset Sale Contribution to Annual Earnings 5-Year Comparative $211.8
Slide 14: Return on Equity (ROE) 5-Year Comparative
2002 2003 2004 2005 2006 YTD 0.144 0.139 0.19 0.23 0.254 Return on Equity (ROE) 5-Year Comparative
Slide 15: Net Cash Provided by Operating Activities 5-Year Comparative
2002 2003 2004 2005 2006 Replacement Cap Ex 20.8 27.2 48 48.8 54.2 Free Cash Flow 123.251 106.8 149 176.2 237.5 $134 M $144 M $197 M (Amounts in Millions) $225 M Net Cash Provided by Operating Activities 5-Year Comparative $292 M
Slide 16: Capital Expenditures 5-Year Comparative
2002 2003 2004 2005 2006 Land 5.8 4.36 33.862806 26.7 15.8 Replacements 20.8 27.179 48 48.8 54.2 New Projects 22.9 138.4 22.8 64.6 109.8 $49.8 $170.0 $104.7 (Amounts in Millions) $140.1 Capital Expenditures 5-Year Comparative (Includes Acquisitions) $179.8
Slide 17: Capital Expenditures Annual Comparison by Category FY 2007
FY 2007 Replacements 74.8872 New Projects 233.4952 Land 35.714 Acquisitions Capital Expenditures Annual Comparison by Category FY 2007 (Budget) 21.8% $344.1 10.4% 67.9%
Slide 18: Annual Depreciation Expense
2001 2002 2003 2004 2005 2006 2007B Depr amd Amort 62.6 66.152 63.126 63.628 64.6 74.7 84.1 (Amounts in Millions) Annual Depreciation Expense
Slide 19: Six Months Year-to-Date Highlights Fiscal Year 2007
Six Months Year-to-Date Highlights Fiscal Year 2007
Slide 20: Sales Growth Comparison (Six Months Ended March 31)
2003 2004 2005 2006 2007 3-D Column 321.108 444.083 500.34 652.334 529.865 ($ in Millions) CAGR 13.34% Sales Growth Comparison (Six Months Ended March 31) (excluding freight)
Slide 21: Earnings Per Share - Diluted Six Months Comparison
2003 2004 2005 2006 2007 YTD 0.4 0.66 0.92 1.46 1 Gain on Sale of Real Estate 0.04 0.2 0.06 0.03 0.06 Earnings Per Share - Diluted Six Months - Comparison
Slide 22: Financial Condition Comparison
Financial Condition Comparison (in millions except per share)
Slide 23: Construction Data in Florida Rock Markets
Construction Data for Total Residential and Non-Residential in Florida Rock Markets Year-over-Year Comparison - Trailing Twelve Months Source: Dodge Construction Reports (Square Feet in Thousands) Previous Year Non-Residential Previous Year Residential Current Year Non-Residential Current Year Resid
Slide 24: Florida Rock Residential vs All Other Ready Mix Concrete Sales Data
Florida Rock Residential vs All Other Ready Mix Concrete Sales Data Annual Comparison - FY 2005 / FY 2006 Consolidated FY 2005 FY 2006 Residential 3206.0704 3198.90875 Non-Residential 3795.1877 4054.83455 (Yards in Thousands)
Slide 25: Florida Rock Residential vs All Other Ready Mix Concrete Sales Data (Trailing Twelve Months)
Florida Rock Residential vs All Other Ready Mix Concrete Sales Data Year-over-Year Comparison - Trailing Twelve Months (Yards) Previous Year Non-Residential Previous Year Residential Current Year Non-Residential Current Year Residential
Slide 26: Volume vs Price per Yard - Concrete
Volume vs Price per Yard - Concrete Annual Comparison - Fiscal Year to Date Oct Nov Dec Jan Feb Mar FY 2006 587.793 617.732 571.646 580.837 593.979 783.967 FY 2007 578.345 498.564 469.579 450.323 361.464 480.942 (Yards in thousands) October November December January February March 2005 87.23 87.49 8
Slide 27: Volume vs Price per Unit - Block
Oct Nov Dec Jan Feb Mar FY 2006 6.651611 7.455124 7.772595 7.581152 7.05147 8.807885 FY 2007 5.687261 4.833743 4.371925 4.11651 3.786649 3.739139 (Block in millions) Volume vs Price per Unit - Block Annual Comparison - Fiscal Year to Date October November December January Feb Mar 2005 1.28 1.27 1.29
Slide 28: Volume vs Price per Ton - Aggregate
Oct Nov Dec Jan Feb Mar FY 2006 4062.214 3938.869 3797.781 4020.8 3678.252 4814.345 FY 2007 4414.505 3580.389 3154.145 3099.144 2598.049 3466.28 (Tons in thousands) Volume vs Price per Ton - Aggregate Annual Comparison - Fiscal Year to Date October November December Jan Feb Mar FY 2006 7.72 7.77 7.9
Slide 29: Volume vs Price per Ton - Cement/Calcium
Oct Nov Dec Jan Feb Mar Calcium Products 22.958 23.865 22.403 24.288 15.762 25.475 2005 191.77 192.118 198.474 219.327 0 186.954 229.808 2006C 25.573 25.86 22.074 30.525 21.799 24.768 2006 205.217 146.153 119.361 127.191 141.432 146.873 0 0 0 0 0 0 0 October November December Jan Feb Mar 2005 90.15
Slide 30: Real Population Growth by State
Source: US Census Bureau Note: This chart reflects the projected real growth over the proceeding five-year period. Real Population Growth by State
Slide 31: Vulcan Materials to Acquire Florida Rock Industries
$4.6 billion agreed transaction price. FRK shareholders can elect to receive 0.63 shares of the new holding company or $67.00 in cash, subject to proration, such that in the aggregate the transaction will be 70% cash and 30% converted stock. Key Statistics: Resulting debt of $3.7 billion (50% debt-t
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