John R. McPherson
Analyst · Thompson Research
Thanks, Tom. As Tom mentioned, the sales price of these assets was $720 million. The sales price will result in a pretax gain of approximately $210 million and a net impact on earnings per diluted share of approximately $1. After-tax proceeds should be approximately $685 million after the use of our existing net operating loss carryforwards and the tax benefits of acquiring other property through a 1031 like-kind exchange. As noted when we announced the transaction, we're deploying these proceeds primarily to pay down debt. On an after-tax basis, we used approximately $550 million to repurchase $500 million par value in bonds. We also acquired a quarry with 136 million tons of reserves in Southern California in a $117 million transaction that closed on December 31. As I'll note in more detail in a subsequent slide, our credit metrics have improved significantly, and we believe we're well positioned to add high-quality assets to our portfolio as opportunities arise. Moving to Slide 10, and in order to give you a clear view of the impact the divestitures and debt repurchase may have on our nearer-term earnings, we have included summary information from a table that will be included in a Form 8-K filing upon closing of the transaction with Argos. The information reflects the company's full year 2013 operating results, assuming both sale of the Florida cement and concrete operations and the repurchase of $500 million in bonds have been completed on January 1, 2013. In other words, you can see what the impact would have been on the fiscal year '13 results we reported today had these transactions taken place at the beginning of last year. As you can see, the divested assets contribute approximately $173 million in net sales during 2013. Had the divestiture occurred on January 1, 2013, Vulcan's net sales would have been $2.46 billion as compared to $2.63 billion reported today, or approximately 7% lower. Although sales have been lower, gross profit would have been higher, $449 million as compared to the $427 million reported today. The gross profit contribution of the divested assets, although certainly improving with growing volumes in Florida, remain negative in 2013. The pro forma impact on our gross profit margin as a percent of sales is a 210 basis points improvement to 18.3%. Interest expense, given the use of proceeds to pay down debt, would have been $33 million lower. Netting these effects on an after-tax basis, 2013 earnings per fully diluted share would have been $0.48 as opposed to the $0.16 we reported today. I'll touch on the impact of these transactions and the impact they will have on our credit metrics in a moment. But before doing so, I'd like to take us back to the goals we laid out 2 years ago. Slide 11 draws directly from our February 2012 earnings commentary. The top of the slide notes the commitments we made at that time to improve our profitability, divest nonstrategic assets and reduce debt and leverage. Following the close of the divestitures and debt tender announced in January 23, which we expect to happen in the first quarter, we will have accomplished the goals we communicated to you 2 years ago. With respect to profit enhancement, we have increased adjusted EBITDA by $116 million and adjusted EBIT by $173 million over the past 2 years. In our core aggregates segment, gross profit has increased 410 basis points, or $107 million despite tons shipped growing only 2%. And as noted earlier, our cash margin per ton sold has improved steadily during this period. Now of course, our commitment to delivering on the full profit potential of our aggregates business remains unchanged. We expect margins to improve further in 2014 as volumes continue to recover, and the profit enhancement initiatives implemented over the past 2 years will continue to benefit our business for some time to come. With respect to planned asset sales, we committed to generate $500 million in proceeds from the disciplined sale of nonstrategic assets. Following the close of our transaction with Argos, we will have generated over $1 billion from such divestitures. At the same time, we've reinvested approximately $240 million to purchase aggregates operations and reserves in key markets, such as California, Georgia, Texas and Virginia. Through the process of these divestitures and acquisitions, we believe we strengthened our core aggregates portfolio and improved our prospective returns on capital now and through the cycle. And finally, from a capital structure perspective, we have reduced debt by approximately $800 million and improved our credit metrics substantially, giving us greater flexibility to invest for growth and return capital to shareholders as we move forward. Slide 12 gives a bit more information regarding our improved profitability, lower debt balances and resulting stronger credit metrics. The debt figures here for 2013 include the impact of our outstanding $500 million tender, which we compare to our adjusted 2013 EBITDA in order to illustrate the degree to which our credit position will have improved over the past 2 years. Following the close of our debt tender, we expect our ratio of net debt to adjusted EBITDA to be in the order of 3.6x, down from 7.6x in 2011. As Don indicated, our intent remains to return to investment-grade credit ratings, and we're well positioned to accomplish that goal as demand recovers. In the meantime, we have the flexibility needed to invest in our operations and add to our portfolio as opportunities arise. Before I hand it off to Don to discuss our outlook for 2014 in more detail, let me once again complement and thank our people. What we have been able to accomplish over the past 2 years and the excitement we have regarding the strength of our position moving forward serve as a direct compliment to the quality of Vulcan's people at all levels of our organization. Their expertise, dedication and drive will be only more valuable as we prepare for the growth ahead of us. We are proud of what we've done so far, and we're genuinely excited about the opportunities to come. Don, over to you.