SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-4033
VULCAN MATERIALS COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 63-0366371
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Metroplex Drive, Birmingham, Alabama 35209
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (205) 877-3000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Shares outstanding
Class at April 30, 1996
Common Stock, $1 Par Value 34,853,506
VULCAN MATERIALS COMPANY
FORM 10-Q
QUARTER ENDED MARCH 31, 1996
Contents
Page No.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets.................. 1
Condensed Consolidated Statements of Earnings.......... 2
Condensed Consolidated Statements of Cash Flows........ 3
Notes to Condensed Consolidated Financial Statements... 4
Exhibit 11 - Computation of Earnings Per Share......... 6
Exhibit 12 - Computation of Ratio of Earnings
to Fixed Charges..................................... 7
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition................ 8
PART II OTHER INFORMATION
Item 1. Legal Proceedings...................................... 14
Item 6. Exhibits and Reports on Form 8-K....................... 14
SIGNATURES................................................................ 15
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS*
(Amounts in thousands)
March 31, December 31, March 31,
Assets 1996 1995 1995
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Current assets
Cash and cash equivalents.............................. $ 19,980 $ 21,869 $ 1,502
Accounts and notes receivable, less allowance for
doubtful accounts: Mar. 31, 1996, $8,454; Dec. 31,
1995, $8,176; Mar. 31, 1995, $8,571.................. 175,668 181,060 186,724
Inventories:
Finished products.................................... 93,680 90,009 88,744
Raw materials........................................ 9,636 10,062 10,947
Products in process.................................. 902 979 1,110
Operating supplies and other......................... 29,483 25,751 26,434
Total inventories............................... 133,701 126,801 127,235
Deferred income taxes.................................. 26,975 26,555 28,034
Prepaid expenses....................................... 20,981 5,836 6,528
Total current assets............................ 377,305 362,121 350,023
Investments and long-term receivables.................... 56,896 56,272 58,859
Property, plant and equipment, at cost less accumulated
depreciation, depletion and amortization: Mar. 31,
1996, $1,183,668; Dec. 31, 1995, $1,161,403; Mar. 31,
1995, $1,121,863....................................... 710,717 698,033 698,817
Deferred charges and other assets........................ 82,162 99,368 83,223
Total........................................... $1,227,080 $1,215,794 $1,190,922
Liabilities and Shareholders' Equity
Current liabilities
Current maturities of long-term obligations............ $ 6,997 $ 7,070 $ 4,703
Notes payable.......................................... 3,253 3,569 33,689
Other current liabilities.............................. 183,235 166,770 184,856
Total current liabilities....................... 193,485 177,409 223,248
Long-term obligations.................................... 90,178 90,278 97,193
Deferred income taxes.................................... 86,820 85,935 82,823
Other noncurrent liabilities............................. 60,854 65,534 55,516
Other commitments and contingent liabilities ...........
Shareholders' equity..................................... 795,743 796,638 732,142
Total........................................... $1,227,080 $1,215,794 $1,190,922
<FN>
*Balance sheets as of March 31 are unaudited.
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
</TABLE>
<TABLE>
<CAPTION>
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts and shares in thousands, except per share data)
Three Months Ended
March 31 *
1996 1995
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Net sales........................................ $308,541 $294,388
Cost of goods sold............................... 238,407 235,601
Gross profit on sales............................ 70,134 58,786
Selling, administrative and general expenses..... 38,919 37,394
Other operating costs............................ 829 1,243
Other income, net................................ 3,237 6,853
Earnings before interest
expense and income taxes....................... 33,625 27,002
Interest expense................................. 2,171 2,521
Earnings before income taxes..................... 31,455 24,481
Provision for income taxes....................... 11,324 8,519
Net earnings .................................... $ 20,131 $ 15,962
Primary and fully diluted earnings per
share of common stock......................... $0.57 $0.44
Average common and common equivalent
shares outstanding**.......................... 35,439 36,094
Cash dividends per share of common stock......... $0.420 $0.365
Depreciation, depletion and amortization
deducted above................................ $26,165 $26,848
Effective tax rate............................... 36.0% 34.8%
<FN>
* Unaudited
** Primary and fully diluted earnings per share of common stock are
computed by dividing net earnings by the weighted average number
of common shares and common share equivalents outstanding during
the period. Common share equivalents represent the number of shares
contingently issuable under long-range performance share plans and
the stock plan for non-employee directors. Refer to Exhibit 11
for computation.
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
</TABLE>
<TABLE>
<CAPTION>
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
Three Months Ended
March 31*
1996 1995
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Operations
Net earnings ............................................. $ 20,131 $ 15,962
Adjustments to reconcile net earnings to net cash
provided by continuing operations:
Depreciation, depletion and amortization.............. 26,165 26,848
Increase in assets before effects of
business acquisitions............................... (17,073) (19,440)
Increase in liabilities before effects of
business acquisitions............................... 10,824 16,917
Other, net............................................ 14,852 (2,910)
Net cash provided by continuing operations......... 54,899 37,377
Net cash used for discontinued operations................. (483) (327)
Net cash provided by operations.................... 54,416 37,050
Investing Activities
Purchases of property, plant and equipment................ (32,391) (24,204)
Payment for business acquisitions (net of acquired cash).. (8,375) -
Proceeds from sale of property, plant and equipment....... 5,966 5,987
Investment in nonconsolidated companies................... - (577)
Withdrawal of earnings from nonconsolidated companies..... - 250
Net cash used for investing activities............. (34,800) (18,544)
Financing Activities
Net payments - commercial paper and bank lines of credit.. (316) (9,090)
Payment of short-term debt................................ (158) (157)
Payment of long-term debt................................. - (15)
Purchases of common stock................................. (6,351) (2,372)
Dividends paid............................................ (14,680) (13,087)
Net cash used for financing activities............. (21,505) (24,721)
Net decrease in cash and cash equivalents................. (1,889) (6,215)
Cash and cash equivalents at beginning of year............ 21,869 7,717
Cash and cash equivalents at end of period................ $ 19,980 $ 1,502
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (net of amount capitalized)................ $ 487 $ 846
Income taxes........................................ 1,525 1,385
<FN>
* Unaudited
The accompanying Notes to Condensed Consolidated Financial
Statements are an integral part of these statements.
</TABLE>
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying condensed financial statements have been prepared in
compliance with Form 10-Q instructions and thus do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, the statements reflect all adjustments, including those of a
normal recurring nature, necessary to present fairly the results of the
reported interim periods. The statements should be read in conjunction
with the summary of accounting policies and notes to financial statements
included in the Company's latest annual report on Form 10-K. The
reporting of segment data required by Statement of Financial Accounting
Standards No. 14, Financial Reporting for Segments of a Business
Enterprise, is confined to complete financial statements as provided in
the Company's Form 10-K and annual report to shareholders.
2. Effective Tax Rate
In accordance with generally accepted accounting principles, it is the
Company's practice at the end of each interim reporting period to make a
best estimate of the effective tax rate expected to be applicable for the
full fiscal year. The rate so determined is used in providing for income
taxes on a current year-to-date basis.
3. New Accounting Standards
In 1995 the Financial Accounting Standards Board issued SFAS No. 123,
Accounting for Stock-Based Compensation, which will be effective for
fiscal years beginning after December 15, 1995. The new standard defines
a fair value method of accounting for stock-based compensation. Under the
fair value method, compensation is measured at the grant date based on the
fair value of the award and is recognized over the service period, which
is usually the vesting period.
Pursuant to the new standard, companies are encouraged, but are not
required, to adopt the fair value method of accounting for employee
stock-based transactions. Companies also are permitted to continue to
account for such transactions under Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees, but would be required
to disclose in a note to the financial statements pro forma net income
and earnings per share as if the company had applied the new method of
accounting. The Company intends to continue to account for employee
stock-based compensation under Opinion No. 25. Adoption of the new
standard will have no effect on the Company's cash flows.
The FASB recently issued SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, effective
for financial statements for fiscal years beginning after December 15,
1995. The Company does not expect the adoption of the statement to have
any initial material impact upon results of operations.
EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE
(Amounts and shares in thousands, except per share data)
Three Months Ended
March 31
1996 1995
Primary and fully diluted earnings:
Average common shares outstanding..................... 34,936 35,867
Common share equivalents:
Performance share plan.............................. 503 227
Total shares.................................. 35,439 36,094
Net earnings ........................................... $20,131 $15,962
Primary and fully diluted earnings
per share of common stock............................. $0.57 $0.44
<TABLE>
<CAPTION>
EXHIBIT 12
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Amounts in thousands)
For the Years Ended December 31
1995 1994 1993 1992 1991
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Fixed charges:
Interest expense before
capitalization credits............ $ 11,396 $ 10,699 $ 10,187 $ 10,441 $11,336
Amortization of financing costs ...... 109 114 115 116 75
One-third of rental expense........... 9,532 10,393 7,375 7,190 4,815
Total fixed charges............. $ 21,037 $ 21,206 $ 17,677 $ 17,747 $16,226
Net earnings ......................... $166,240 $ 97,976 $ 88,229 $ 90,980 $52,580
Provision for income taxes............ 92,181 47,930 36,993 39,746 20,867
Fixed charges......................... 21,037 21,206 17,677 17,747 16,226
Capitalized interest credits.......... (297) (878) (1,016) (673) (131)
Amortization of capitalized interest.. 1,031 997 882 792 840
Earnings before income taxes
as adjusted......................... $280,192 $167,231 $142,765 $148,592 $90,382
Ratio of earnings to fixed charges.... 13.3 7.9 8.1 8.4 5.6
For the Three Months
Ended March 31, 1996
Fixed charges:
Interest expense before
capitalization credits............ $ 2,273
Amortization of financing costs...... 27
One-third of rental expense.......... 1,930
Total fixed charges............. $ 4,230
Net earnings.......................... $ 20,131
Provision for income taxes............ 11,324
Fixed charges......................... 4,230
Capitalized interest credits.......... (102)
Amortization of capitalized interest.. 159
Earnings before income taxes
as adjusted......................... $ 35,742
Ratio of earnings to fixed charges.... 8.4
<FN>
NOTE: Since 1987, the Company has guaranteed a portion of certain debts
of two of the entities through which it participates in the Crescent
Market Project. In addition, since February 1994, the Company has
guaranteed a portion of certain debt of a third entity. The fixed
charges associated with such guaranties (under which the Company has
not been required to make any payments) for the three months ended
March 31, 1996, were $524,000 and for the one-year periods ended
December 31, 1995, 1994, 1993, 1992, and 1991 were $2,588,000,
$2,666,000, $2,731,000, $3,583,000, and $3,525,000, respectively.
Because the Company's ownership interests in the Crescent Market
Project are accounted for by the equity method, these amounts have not
been included in the computation of the ratios of earnings to fixed
charges presented above.
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
GENERAL COMMENTS
Seasonality of the Company's Business
Results of any individual quarter are not necessarily indicative of results
to be expected for the year due principally to the effect that weather can
have on the sales and production volume of the Construction Materials
segment. Normally, the highest sales and earnings of the Construction
Materials segment are attained in the third quarter and the lowest are
realized in the first quarter when sales and earnings are substantially
below the levels realized in all subsequent quarters of the year.
Segment Sales and Earnings
Segment sales and earnings have been determined on the same basis as used
in prior Form 10-Q reports. Segment earnings are earnings before interest
expense and income taxes and after allocation of corporate expenses and
income, other than "interest income, etc.," (principally interest income
earned on cash items and gains or losses on corporate financing transactions),
and after assignment of equity income to the segment with which it is related
in terms of products and services. Allocations are based primarily on one or
a combination of the following factors: average gross investment, average
equity and sales.
RESULTS OF OPERATIONS
FIRST QUARTER 1996 AS COMPARED WITH FIRST QUARTER 1995
Vulcan's first quarter 1996 sales, net earnings and earnings per share were at
record levels. Net earnings of $20.1 million, or 57 cents per share, were
26% and 30%, respectively, higher than last year. The comparable 1995
earnings and earnings per share were $16.0 million and 44 cents,
respectively.
Sales in 1996 were $308.5 million, up 5% from last year's total of $294.4
million. The segment detail of that increase is as follows (amounts in
millions):
First Quarter Sales
1996 1995 Increase
Construction Materials $159.7 $155.5 $ 4.2
Chemicals 148.8 138.9 9.9
Total $308.5 $294.4 $14.1
Construction Materials reported record first quarter sales of $159.7 million,
up 3% from the 1995 first quarter. Excluding the impact of freight to remote
distribution yards, average crushed stone prices increased nearly 4%. However,
total stone shipments decreased 2% from last year's levels. Chemicals sales
of $148.8 million also were at a record first quarter level, up 7% from last
year's first quarter. The increase was due principally to higher volumes for
most products and higher prices for chlorinated organic products. Average
caustic soda prices in the first quarter of 1996 were slightly higher than
the same quarter last year but were down marginally from the fourth quarter
of 1995.
Earnings before interest expense and income taxes were $33.6 million as
compared to $27.0 million in the same period last year. The segment detail
of this result is shown in the following summary (amount in millions):
First Quarter Earnings (Loss) Before
Interest Expense and Income Taxes *
Increase
1996 1995 (Decrease)
Construction Materials $ 2.9 $10.5 $(7.6)
Chemicals 30.2 16.5 13.7
Segment earnings* 33.1 27.0 6.1
Interest income, etc. .5 - .5
Total $33.6 $27.0 $ 6.6
* After allocation of corporate expense and income, other
than "interest income, etc." (principally interest income
earned on short-term investment of funds and gains or
losses on corporate financing transactions), and after
assignment of equity income to the segment with which it
is related in terms of products and services.
The Construction Materials segment reported first quarter earnings of $2.9
million as compared with earnings of $10.5 million in 1995's first quarter.
Approximately half of this decrease is referable to lower gains on sales of
assets. Results for the first quarter of 1995 included pretax gains of $3.9
million referable to the sale of assets, including principally the sale of
the Company's aggregates operations in Iowa. The segment earnings decrease
also reflects the impact of lower stone sales, accompanied by even lower
production volumes, and increased operating costs, which were only partially
offset by increased sales prices. Adverse weather conditions in several
divisions contributed to these results. The Chemicals segment reported record
first quarter earnings of $30.2 million, up sharply from last year's first
quarter earnings of $16.5 million. The improvement reflects the effects of
higher volumes for most products, higher selling prices for chlorinated
organic products and lower raw material costs.
Selling, administrative and general expenses of $38.9 million for the first
quarter of 1996 increased 4% from the 1995 level. The increase reflects
principally the impact of the June 1995 acquisition of Rio Linda Chemical
Company and the costs of a project begun in 1995 to redesign the Construction
Materials segment's procurement process, offset in part by lower accruals for
stock-based incentive plans.
Other income, net of other charges, was $3.2 million in the first quarter as
compared with the 1995 total of $6.9 million. The comparison reflects a
decrease in gains on sales of assets, including the aforementioned gain from
the sale of the Iowa operations in 1995. This was partially offset by
improved results from the Crescent Market Project (the Company's joint
venture to supply limestone from Mexico to the U. S. Gulf Coast).
The provision for income taxes for the current quarter was $11.3 million as
compared with 1995's provision of $8.5 million, reflecting increases in pretax
earnings and the effective tax rate. The effective tax rate for the quarter
was 36.0%, up from last year's first quarter rate of 34.8%. The increase
reflects principally the relatively greater impact of higher Chemicals
earnings which diluted the effect on the tax rate of statutory depletion
referable to construction aggregates production.
On April 23, 1996, H. A. Sklenar, Chairman and Chief Executive Officer, made
certain statements concerning the Company's earnings outlook. Excerpts of the
relevant press release quoting Mr. Sklenar are as follows:
"Strong operating results in Vulcan's Chemicals segment
accounted for the significant improvement in 1996 first
quarter results. Both of Chemicals' business units -
Chloralkali and Performance Systems - experienced stronger
demand and lower raw material costs as compared with a year
earlier. Current market conditions for both businesses are
relatively stable and we continue to expect Chemicals 1996
sales and earnings to be at record levels.
"First quarter earnings comparisons for our Construction
Materials segment were adversely impacted by several
factors, including winter weather conditions and lower gains
from asset sales. For the balance of 1996, we expect stone
shipments to approximate last year's levels. Consequently,
earnings from operations for that period may be slightly
higher than last year but not high enough to offset lower
gains from land sales, which were especially large in last
year's fourth quarter. For the full year, we expect
Construction Materials earnings to be down modestly from
1995's record level.
"If both of our segment outlooks hold up, we should be able
to report record 1996 net earnings and earnings per share
for the Company."
LIQUIDITY AND CAPITAL RESOURCES
Working Capital
Working capital, exclusive of debt and cash items, totaled $177.1
million at March 31, 1996, only slightly above the 1995 year-end amount
of $174.8 million. Higher prepaid expenses and inventories, due
primarily to seasonal build-ups in the Construction Materials segment,
were offset by higher current liabilities. Working capital at March 31,
1996 increased 6% from the same date last year. Higher prepaid expenses
and inventories, due to increased sales, were partially offset by lower
Chemicals segment receivables.
The Company's current ratio, which is based on all components of working
capital, including cash and debt items, was 2.0 as of March 31, 1996.
This was equal to the year-end 1995 ratio and up from a 1.6 ratio at
March 31, 1995.
Cash Flows
Net cash provided by continuing operations totaled $54.9 million in the
first quarter of 1996, up sharply from the $37.4 million generated in
the same period last year. The increase primarily reflects higher
earnings, the release of escrowed deposits referable to land sales and a
significantly reduced build-up of inventories during the quarter. Cash
used for investing activities was $34.8 million as compared with the
1995 total of $18.5 million. This change reflects higher purchases of
property, plant and equipment and higher spending for business
acquisitions. Net cash used for financing activities totaled $21.5
million, down from the 1995 amount of $24.7 million. This decline
reflects lower net payments on borrowings, partially offset by higher
purchases of common stock in 1996.
Cash and cash equivalents, which totaled $20.0 million at March 31,
1996, were up from $1.5 million a year ago.
On February 17, 1996, the Board of Directors authorized a quarterly
dividend of 42 cents per common share payable March 8, 1996. The new
quarterly dividend represents a 15.1% increase over quarterly dividends
paid in 1995.
Property Additions
Property additions totaled $42.5 million in 1996 as compared with $26.1
million in the first quarter of 1995, reflecting higher spending for
acquisitions as well as higher routine capital spending. In 1996, the
Company acquired a stone distribution facility in northern Illinois.
Short-term Borrowings
Short-term borrowings as of March 31, 1996 and 1995 consisted of notes
payable to banks totaling $3.3 million and $33.7 million, respectively.
Long-term Obligations
As of March 31, 1996, long-term obligations were 8.7% of long-term
capital and 11.3% of shareholders' equity. The corresponding 1995
percentages were 10.0% and 13.3%.
Common Stock Transactions
Pursuant to the Company's long-standing common stock purchase program,
115,600 shares of common stock were purchased in the first quarter of
1996 at a total cost of $6.4 million, equal to an average price of
$54.94 per share. Purchases of common stock in the first quarter of
1995 totaled 47,700 shares at a total cost of $2.4 million, equal to
an average price of $49.72 per share.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As previously reported in the Company's Annual Report on Form
10-K, in January 1992, the Company received a letter from the
Environmental Protection Agency ("EPA") regarding alleged
releases or threatened releases of hazardous substances of a
hazardous waste treatment, storage and disposal site in Greer,
South Carolina, which was operated by Aqua-Tech Environmental,
Inc. The Company has now tendered payment to the potentially
responsible party ("PRP") group as a de minimis settlement.
In exchange for this settlement, both the PRP group and the
EPA have fully released the Company from any further liability
in connection with the cleanup of this site, and both have
agreed not to take any further legal action against the
Company with respect to this matter.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits furnished in accordance with Item 601 of
Regulation S-K and included in Part I:
Exhibit 11 - Computation of Earnings per Share
Exhibit 12 - Computation of Ratio of Earnings to Fixed
Charges
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the three
months ended March 31, 1996.
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
Date May 13, 1996 /s/ E. A. Khan
E. A. Khan
Controller
/s/ D. F. Sansone
D. F. Sansone
Vice President - Finance
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Earnings for the three months ended March 31, 1996,
and the Consolidated Balance as of March 31, 1996, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
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<PERIOD-END> MAR-31-1996
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0
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</TABLE>
