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Vulcan Materials Company : Vulcan Announces Strong Earnings Improvement in the First Quarter of 2012

04/26/2012| 08:05am US/Eastern
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BIRMINGHAM, Ala., April 26, 2012 /PRNewswire/ -- Vulcan Materials Company (NYSE:VMC), the nation's largest producer of construction aggregates, today announced significantly improved results for the first quarter ended March 31, 2012. The Company also provided an update on its initiatives designed to generate higher levels of earnings and cash flow.

First Quarter 2012 Results Summary

    --  Net sales increased $44 million, or 10 percent, from the prior year and
        gross profit increased $29 million, reflecting sales growth in every
        segment and the favorable earnings effect of improved productivity and
        cost reduction.  Gross profit as a percentage of net sales improved 600
        basis points.
        --  Unit shipments increased in every major product line from the prior
            year, including a 10 percent increase in aggregates shipments.
        --  Aggregates segment revenues increased $24 million reflecting higher
            shipments.  Aggregates gross profit improved $23 million, reflecting
            the higher shipments, as well as lower unit cost of sales due to
            improved productivity.  All key labor and energy efficiency metrics
            for aggregates improved for the quarter, and more than offset an 11
            percent increase in the unit cost of diesel fuel.
        --  Gross profit from non-aggregates segments improved by $6 million,
            reflecting cost reduction initiatives.
    --  Selling, Administrative and General (SAG) expenses in the first quarter
        were $13 million lower than the prior year due mainly to cost reduction
        initiatives undertaken in 2011.
    --  Included in the first quarter 2012 results were charges related to the
        unsolicited offer by Martin Marietta Materials, Inc. and a gain on the
        sale of real estate in California.  Included in the prior year's first
        quarter was an insurance arbitration award related to a lawsuit. 
        Excluding these items, EBITDA increased to $46 million in 2012 from $5
        million in the prior year's first quarter.
    --  Adjusting for the aforementioned items, earnings from continuing
        operations were a loss of $0.42 per diluted share as compared to a loss
        of $0.62 per diluted share in the same period last year.

Don James, Chairman and Chief Executive Officer, stated, "Our aggregates business delivered another quarter of strong improvement and the non-aggregates businesses continued to make progress. These results reflect the continued recovery of our markets and the benefits of the Company's powerful earnings leverage. In particular, higher aggregates shipments and lower unit cost of sales drove a 640 basis point improvement in Aggregates segment gross profit, as a percentage of segment revenues, and an 11 percent increase in cash earnings per ton. Demand for our products was solid during the quarter due primarily to public infrastructure projects and some recovery in private sector construction work. Results in the quarter were aided by favorable weather conditions. Our focus on improving earnings through price and cost leadership, and the continued execution of our Profit Enhancement Plan and Planned Asset Sales, position us to further benefit from a recovery in demand in 2012."

Commentary on 1Q 2012 Segment Results

First quarter Aggregates segment gross profit increased $23 million from the prior year reflecting growth in shipments across almost all geographic markets. Aggregates shipments increased 10 percent from the prior year and, coupled with lower unit cost of sales, led to a sharp increase in Aggregates gross profit margin. Vulcan's Aggregates businesses in California and Virginia continued to achieve strong volume gains from the prior year. The Company's Aggregates businesses in eight other states also achieved double-digit volume gains over the prior year's first quarter, most notably key states of Florida, Texas, and Alabama. These increases were due mainly to large infrastructure project work - primarily highways - some improvement in private construction activity and favorable weather conditions. The average sales price for aggregates decreased 1 percent from the prior year's first quarter due mostly to a less favorable product mix. All key labor productivity and energy efficiency metrics improved from the prior year, more than offsetting an 11 percent increase in the unit cost for diesel fuel.

Asphalt Mix segment gross profit was a loss of less than $1 million, approximating the prior year's break-even earnings. The average sales price for asphalt mix increased approximately 6 percent, offsetting most of the earnings effect of a 16 percent increase in liquid asphalt cost. Asphalt mix volumes increased 3 percent from the prior year's first quarter.

For the first quarter of 2012, Concrete segment gross profit was a loss of $12 million versus a loss of $14 million in the prior year. Ready-mixed concrete volumes increased 12 percent from the prior year. The average sales price increased 1 percent from the prior year, contributing to improved unit materials margin. Cement segment gross profit was $1 million, an improvement of $4 million from the prior year due to increased volumes and lower operating costs.

The following table summarizes the year-over-year (YoY) earnings improvement relative to revenue growth.

                                           YoY Change in            YoY
               Business                       Segment             Change
                                                                     in
          Segments (Millions)                Revenues(1)           Gross
                                                                  Profit
          -------------------                        ----------   ------
    Aggregates                                            $24.0     $23.3
    Non-aggregates                                        $20.9      $5.8

    (1) Includes intersegment sales and excludes delivery revenues

EBITDA and earnings for the first quarter of 2012 included $10 million of costs related to the unsolicited offer by Martin Marietta as well as a $6 million gain on the sale of real estate in California. In the first quarter of 2011, the Company received approximately $25.5 million in an insurance arbitration award for the recovery of settlement and legal costs related to a lawsuit settled in 2010. Excluding these items, EBITDA improved $41 million and earnings from continuing operations improved $0.20 per diluted share.

                                    Continuing
         EBITDA                  Operations EPS,
       (Millions)                    diluted
        ---------                    -------
      2012         2011                                2012    2011
      ----         ----                                ----    ----
     $42.0        $30.8  As Reported                 $(0.44) $(0.50)
      10.1        -----  Martin Marietta Offer Costs   0.05   -----
      ----        (25.5) Arbitration Award             ----   (0.12)
      (6.0)       -----  Gain on Sale of Real Estate  (0.03)  -----
      ----                                            -----
     $46.1         $5.3  Adjusted                    $(0.42) $(0.62)
     =====         ====                              ======  ======

Update on Profit Enhancement Plan and Planned Asset Sales

During the quarter, Vulcan made steady progress on the Profit Enhancement Plan announced in February, which is being led by Danny Shepherd, Executive Vice President-Construction Materials, and John McPherson, Senior Vice President-Strategy and Business Development.

    --  In the General and Administrative (G&A) area, 15 teams are evaluating
        and implementing specific cost savings opportunities that build on the
        Company's ERP platform to further consolidate activities into shared
        service centers, automate and standardize functional support and
        eliminate redundancies.
    --  In sourcing, focus categories have been identified based on the level of
        potential run-rate savings.  Six teams have been established to pursue
        priority areas.
    --  Finally, in the area of transportation and logistics, teams have
        identified both long-term strategic opportunities as well as immediate
        savings.

Reflecting strong leadership and broad organizational engagement, the Company is on track to improve Vulcan's profitability (as measured by EBITDA) by $100 million annually at current volumes. As previously reported, $25 million is expected to be achieved in 2012, $75 million in 2013 and the full $100 million in 2014. These enhancements would be in addition to the $55 million in run-rate overhead reductions achieved through actions in 2011.

In addition, Vulcan continues to implement the Planned Asset Sales announced in February and the Company is pleased with the level of interest and activity surrounding the process. Sales will be made from a broad portfolio of assets that are not central to the Company's strategy. The Company continues to expect net proceeds of approximately $500 million from the sale of assets by mid-2013.

2012 Outlook

For 2012, the Company continues to expect earnings in each segment to improve versus the prior year due to continued growth in volumes, higher pricing and reduced costs. Total aggregates shipments are now expected to increase approximately 2 to 4 percent. Aggregates freight-adjusted pricing is now expected to increase by 1 to 3 percent. In addition, costs in the Aggregates segment should be lower than in 2011 due to improved productivity, restructuring of overhead support functions and implementation of the Profit Enhancement Plan. As a result, Aggregates segment earnings are expected to improve substantially from 2011. Asphalt Mix segment earnings are expected to increase due to higher pricing and modest growth in volumes. Ready-mixed concrete pricing should continue to improve and shipments should increase modestly from the prior year, contributing to an improvement in earnings. Cement earnings should approach break-even levels in 2012. Energy-related costs, specifically unit costs for diesel fuel and liquid asphalt, are now expected to increase 5 to 10 percent from 2011 levels. The Company continues to expect full year 2012 SAG costs to be approximately $270 million and capital spending to be $100 million.

Overall, Vulcan anticipates 2012 EBITDA of approximately $500 million. Consistent with prior guidance, the $500 million of EBITDA includes $25 million related to the Profit Enhancement Plan and approximately $29 million in gains for two real estate transactions that were initiated in 2011 prior to the announcement of the Planned Asset Sales and are not part of that program. The Company's full year EBITDA guidance excludes impacts from Planned Asset Sales as well as costs associated with the unsolicited offer.

Mr. James stated, "We remain focused on executing our initiatives, which will generate higher levels of earnings and cash flow, further improve our operating leverage, reduce overhead costs and strengthen our credit profile -- all of which will enable Vulcan to restore a meaningful dividend as rapidly as possible. In summary, we are very encouraged by the continued signs of recovery we are seeing in the construction sector of the U.S. economy and in our businesses. We believe that Vulcan has tremendous upside potential as the economy improves and we continue reaping the benefits of strategic investments we have made in our ERP system and through our Profit Enhancement Plan."

Conference Call

Vulcan will host a conference call at 10:00 a.m. CDT on April 26, 2012. Investors and other interested parties in the U.S. may access the teleconference live by calling 866-730-5767 approximately 10 minutes before the scheduled start. International participants can dial 857-350-1591. The access code is 33530340. A live webcast and accompanying slides will be available via the Internet through Vulcan's home page at www.vulcanmaterials.com. The conference call will be recorded and available for replay approximately two hours after the call through May 3, 2012.

Vulcan Materials Company, a member of the S&P 500 Index, is the nation's largest producer of construction aggregates, a major producer of asphalt mix and concrete and a leading producer of cement in Florida.

ADDITIONAL INFORMATION

This document does not constitute an offer to buy or solicitation of an offer to sell any securities or a solicitation of any vote, consent or approval. In response to the unsolicited exchange offer commenced by Martin Marietta Materials, Inc., a North Carolina corporation ("Martin Marietta"), Vulcan Materials Company ("Vulcan") has filed a Solicitation/Recommendation statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission ("SEC"). INVESTORS AND SECURITY HOLDERS OF VULCAN ARE URGED TO READ THE SOLICITATION / RECOMMENDATION STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Vulcan through the website maintained by the SEC at www.sec.gov. Copies of the Solicitation/Recommendation Statement, any amendments and supplements to the Solicitation/Recommendation Statement and other Vulcan materials related to Martin Marietta's unsolicited offer will also be available for free under the "Investor Relations" tab of Vulcan's corporate website www.vulcanmaterials.com.

ADDITIONAL INFORMATION ABOUT POTENTIAL PARTICIPANTS

In addition, Vulcan has filed a preliminary proxy statement with the SEC with respect to the 2012 Annual Meeting of Shareholders and intends to file a definitive proxy statement as well. The definitive proxy statement will be mailed to shareholders of Vulcan. Vulcan, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Vulcan shareholders in connection with the matters to be considered at the annual meeting. INVESTORS AND SECURITY HOLDERS OF VULCAN ARE URGED TO READ ANY SUCH PROXY STATEMENT, ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of these documents (when available) and other documents filed with the SEC by Vulcan through the website maintained by the SEC at www.sec.gov.

Detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy statement and other materials to be filed with the SEC in connection with Vulcan's 2012 Annual Meeting. Information regarding the direct and indirect beneficial ownership of Vulcan's directors and executive officers in Vulcan's securities is included in their SEC filings on Forms 3, 4 and 5, and additional information can also be found in Vulcan's Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 29, 2012. Relevant information concerning such participants and their potential interests is also contained in the Solicitation/Recommendation on Schedule 14D-9. Shareholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by Vulcan with the SEC for no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge under the "Investor Relations" tab of our corporate website at www.vulcanmaterials.com.

FORWARD-LOOKING STATEMENT DISCLAIMER

This document contains forward-looking statements. Statements that are not historical fact, including statements about Vulcan's beliefs and expectations, are forward-looking statements. Generally, these statements relate to future financial performance, results of operations, business plans or strategies, projected or anticipated revenues, expenses, earnings (including EBITDA and other measures), dividend policy, shipment volumes, pricing, levels of capital expenditures, intended cost reductions and cost savings, anticipated profit improvements and/or planned divestitures and asset sales. These forward-looking statements are sometimes identified by the use of terms and phrases such as "believe," "should," "would," "expect," "project," "estimate," "anticipate," "intend," "plan," "will," "can," "may" or similar expressions elsewhere in this document. These statements are subject to numerous risks, uncertainties, and assumptions, including but not limited to general business conditions, competitive factors, pricing, energy costs, and other risks and uncertainties discussed in the reports Vulcan periodically files with the SEC.

Forward-looking statements are not guarantees of future performance and actual results, developments, and business decisions may vary significantly from those expressed in or implied by the forward-looking statements. The following risks related to Vulcan's business, among others, could cause actual results to differ materially from those described in the forward-looking statements: risks that Vulcan's intentions, plans and results with respect to cost reductions, profit enhancements and asset sales, as well as streamlining and other strategic actions adopted by Vulcan, will not be able to be realized to the desired degree or within the desired time period and that the results thereof will differ from those anticipated or desired; uncertainties as to the timing and valuations that may be realized or attainable with respect to intended asset sales; future events relating to Martin Marietta's unsolicited offer to acquire Vulcan; those associated with general economic and business conditions; the timing and amount of federal, state and local funding for infrastructure; the lack of a multi-year federal highway funding bill with an automatic funding mechanism; the reluctance of state departments of transportation to undertake federal highway projects without a reliable method of federal funding; the impact of a prolonged economic recession on Vulcan's industry, business and financial condition and access to capital markets; changes in the level of spending for private residential and nonresidential construction; the highly competitive nature of the construction materials industry; the impact of future regulatory or legislative actions; the outcome of pending legal proceedings; pricing of Vulcan's products; incurred and potential costs associated with Martin Marietta's unsolicited exchange offer and proxy contest; weather and other natural phenomena; energy costs; costs of hydrocarbon-based raw materials; healthcare costs; the amount of long-term debt and interest expense incurred by Vulcan; changes in interest rates; the impact of Vulcan's below investment grade debt rating on Vulcan's cost of capital; volatility in pension plan asset values which may require cash contributions to the pension plans; the impact of environmental clean-up costs and other liabilities relating to previously divested businesses; Vulcan's ability to secure and permit aggregates reserves in strategically located areas; Vulcan's ability to manage and successfully integrate acquisitions; the potential of goodwill impairment; the potential impact of future legislation or regulations relating to climate change or greenhouse gas emissions or the definition of minerals; and other assumptions, risks and uncertainties detailed from time to time in the reports filed by Vulcan with the SEC. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement. Vulcan disclaims and does not undertake any obligation to update or revise any forward-looking statement in this document except as required by law. Vulcan notes that forward-looking statements made in connection with a tender offer are not subject to the safe harbors created by the Private Securities Litigation Reform Act of 1995. Vulcan is not waiving any other defenses that may be available under applicable law.

Investor Contact: Mark Warren (205) 298-3220
Media Contact: David Donaldson (205) 298-3220

                                                                                                                                                                
                                                                                                                       Table A
    Vulcan Materials Company
    and Subsidiary Companies
                                                                                                                      
                                                                                             (Amounts and shares in
                                                                                                 thousands,
                                                                                                                      
                                                                                            except per share data)
                                                                                                                                                                
                                                                                              Three Months Ended
    Consolidated Statements of Earnings                                                          March 31
                                                                                                 --------
    (Condensed and unaudited)                                                                                 2012                                      2011
    ------------------------                                                                                  ----                                      ----
                                                                                                                                                              
                                                                                                                                                              
    Net sales                                                                                             $499,851                                  $456,316
    Delivery revenues                                                                                       36,031                                    30,884
                                                                                                            ------                                    ------
    Total revenues                                                                                         535,882                                   487,200
                                                                                                                                                              
    Cost of goods sold                                                                                     477,893                                   463,422
    Delivery costs                                                                                          36,031                                    30,884
                                                                                                            ------                                    ------
    Cost of revenues                                                                                       513,924                                   494,306
                                                                                                           -------                                   -------
                                                                                                                                                              
    Gross profit                                                                                            21,958                                    (7,106)
    Selling, administrative and general expenses                                                            64,912                                    77,516
    Gain on sale of property, plant & equipment
                          and businesses, net              6,526                   454
    Recovery from legal settlement                                                                               -                                    25,546
    Exchange offer costs                                                                                   (10,065)                                        -
    Other operating income (expense), net                                                                      214                                    (2,562)
    Operating loss                                                                                         (46,279)                                  (61,184)
                                                                                                                                                              
                                                                                                                                                              
    Other nonoperating income, net                                                                           3,098                                     1,382
    Interest expense, net                                                                                   52,266                                    42,250
                                                                                                            ------                                    ------
    Loss from continuing operations
                           before income
                           taxes                                     (95,447)                             (102,052)
    Benefit from income taxes                                                                              (38,397)                                  (37,430)
                                                                                                           -------                                   -------
    Loss from continuing operations                                                                        (57,050)                                  (64,622)
    Earnings on discontinued operations, net of tax                                                          4,997                                     9,889
                                                                                                             -----                                     -----
    Net loss                                                                                              $(52,053)                                 $(54,733)
    ========                                                                                              ========                                  ========
    Basic earnings (loss) per share:
                           Continuing
                           operations                                 $(0.44)                               $(0.50)
                           Discontinued
                           operations                                   0.04                                  0.08
                                                                                        
                           Net loss per
                           share                                      $(0.40)                               $(0.42)
                                                                                                                                                              
    Diluted earnings (loss) per share:
                           Continuing
                           operations                                 $(0.44)                               $(0.50)
                           Discontinued
                           operations                                   0.04                                  0.08
                                                                                        
                           Net loss per
                           share                                      $(0.40)                               $(0.42)
                                                                                                                                                              
    Weighted-average common shares
    outstanding:
                          Basic                                                129,593                                 129,078
                          Assuming dilution                                    129,593                                 129,078
    Cash dividends declared per share
                           of common
                           stock                                       $0.01                                 $0.25
    Depreciation, depletion, accretion and
                          amortization                   $85,167               $90,586
    Effective tax rate from continuing operations                                                             40.2%                                     36.7%
    =============================================                                                             ====                                      ====

                                                                                                                                                                                   
                                                                                                                                                                          Table B
    Vulcan Materials Company
    and Subsidiary Companies
                                                                                                                                                                                   
                                                                                                     
                                                          (Amounts in thousands, except per share
                                                                            data)
    Consolidated Balance Sheets                                     March 31                                    December 31                                   March 31
    (Condensed and unaudited)                                                      2012                                         2011                                         2011
    ------------------------                                                       ----                                         ----                                         ----
                                                                                                                                                                                   
                                                                                                                                                           As Restated (a)
    Assets
    ------
    Cash and cash equivalents                                                  $191,172                                     $155,839                                      $63,164
    Restricted cash                                                                   -                                           81                                          109
    Accounts and notes receivable:
                      Accounts and
                      notes
                      receivable,
                      gross                     325,383                                      321,391                                      285,644
                      Less: Allowance
                      for doubtful
                      accounts                   (7,207)                                      (6,498)                                      (7,518)
                      Accounts
                      and notes
                      receivable,
                      net                       318,176                                      314,893                                      278,126
    Inventories:
                      Finished
                      products                  271,634                                      260,732                                      257,522
                     Raw materials               23,819                                       23,819                                       26,570
                      Products in
                      process                     5,077                                        4,198                                        4,830
                      Operating
                      supplies and
                      other                      40,803                                       38,908                                       40,265
                     Inventories                341,333                                      327,657                                      329,187
    Current deferred income taxes                                                43,394                                       43,032                                       57,993
    Prepaid expenses                                                             24,574                                       21,598                                       25,035
    Assets held for sale                                                              -                                            -                                       13,281
                     Total current assets                                       918,649                                      863,100                                      766,895
    Investments and long-term receivables                                        29,172                                       29,004                                       37,271
    Property, plant & equipment:
                      Property, plant
                      & equipment,
                      cost                    6,698,952                                    6,705,546                                    6,729,220
                      Less: Reserve
                      for depr.,
                      depl. & amort         (3,349,258)                                  (3,287,367)                                  (3,136,390)
                      Property,
                      plant &
                      equipment,
                      net                     3,349,694                                    3,418,179                                    3,592,830
    Goodwill                                                                  3,086,716                                    3,086,716                                    3,097,016
    Other intangible assets, net                                                695,852                                      697,502                                      701,046
    Other noncurrent assets                                                     135,956                                      134,813                                      105,378
                      Total
                      assets                 $8,216,039                                   $8,229,314                                   $8,300,436
                                             ==========                                   ==========                                   ==========
                                                                                                                                                                                   
                                                                                                                                                                                   
    Liabilities and Equity
    ----------------------
    Current maturities of long-term debt                                       $144,706                                     $134,762                                       $5,238
    Short-term borrowings                                                             -                                            -                                      300,000
    Trade payables and accruals                                                 125,101                                      103,931                                      119,702
    Other current liabilities                                                   211,286                                      167,560                                      209,662
    Liabilities of assets held for sale                                               -                                            -                                          356
                      Total
                      current
                      liabilities               481,093                                      406,253                                      634,958
    Long-term debt                                                            2,669,752                                    2,680,677                                    2,427,596
    Noncurrent deferred income taxes                                            704,166                                      732,528                                      807,029
    Other noncurrent liabilities                                                615,421                                      618,239                                      534,418
                      Total
                      liabilities             4,470,432                                    4,437,697                                    4,404,001
                                              ---------                                    ---------                                    ---------
    Equity:
                      Common stock,
                      $1 par value              129,389                                      129,245                                      129,107
                      Capital in
                      excess of par
                      value                   2,547,959                                    2,544,740                                    2,524,514
                      Retained
                      earnings                1,281,080                                    1,334,476                                    1,416,486
                      Accumulated
                      other
                      comprehensive
                      loss                     (212,821)                                    (216,844)                                    (173,672)
                      Total
                      equity                  3,745,607                                    3,791,617                                    3,896,435
                                              ---------                                    ---------                                    ---------
                      Total
                      liabilities
                      and equity             $8,216,039                                   $8,229,314                                   $8,300,436
                     ===========             ==========                                   ==========                                   ==========

    (a)            The March 31,
                   2011 balance
                   sheet
                   reflects
                   corrections
                   of errors
                   related to
                   current and
                   deferred
                   income taxes,
                   which have a
                   corresponding
                   impact on
                   retained
                   earnings

                                                                                                                                              
                                                                                                                                     Table C
    Vulcan Materials Company
    and Subsidiary Companies
                                                                                                                                              
                                                                                  (Amounts in thousands)
                                                                                    Three Months Ended
    Consolidated Statements of Cash Flows                                                  March 31
                                                                                           --------
    (Condensed and unaudited)                                                                          2012                               2011
    ------------------------                                                                           ----                               ----
                                                                                                                                              
    Operating Activities
    --------------------
    Net loss                                                                                     $(52,053)                          $(54,733)
    Adjustments to reconcile net loss to
                                                                                                                                              
       net cash provided by operating activities:
                                                       Depreciation, depletion,
                                                       accretion and
                                                       amortization                              85,167                             90,586
                                                       Net gain on sale
                                                       of property,
                                                       plant &
                                                       equipment and
                                                       businesses                                                                   (17,862)    (12,738)
                                                       Contributions to pension
                                                       plans                                     (1,124)                            (1,013)
                                                      Share-based compensation                     1,877                              3,676
                                                      Deferred tax provision                    (30,966)                           (50,563)
                                                       Changes in assets and
                                                       liabilities before
                                                       initial
                                                                        45,828                              68,374
                                                       effects of business
                                                       acquisitions and
                                                       dispositions
    Other, net                                                                                     (1,723)                               461
                                                                                                   ------                                ---
                                                                        29,144                              44,050
                                                       Net cash provided
                                                       by operating
                                                       activities
                                                                                                                    
                                                                                                                                                 
                                                                                                                                                 
    Investing Activities
    --------------------
    Purchases of property, plant & equipment                                                      (18,848)                           (24,207)
    Proceeds from sale of property, plant & equipment                                              10,750                                592
    Proceeds from sale of businesses, net of transaction costs                                     11,827                             12,284
    Other, net                                                                                         31                                400
                                                                         3,760                            (10,931)
                                                       Net cash provided
                                                       by (used for)
                                                       investing
                                                       activities
                                                                                                                    
                                                                                                                                                 
    Financing Activities
    --------------------
    Net short-term borrowings                                                                           -                             14,500
    Payment of current maturities and long-term debt                                                  (90)                            (3,059)
    Proceeds from issuance of common stock                                                              -                                191
    Dividends paid                                                                                 (1,295)                           (32,265)
    Proceeds from exercise of stock options                                                         3,483                              3,112
    Other, net                                                                                        331                                 25
                                                       Net cash provided by
                                                       (used for) financing
                                                       activities                                                                    2,429     (17,496)
                                                                                                                                     -----      -------
                                                                                                                                                 
    Net increase in cash and cash equivalents                                                      35,333                             15,623
    Cash and cash equivalents at beginning of year                                                155,839                             47,541
    Cash and cash equivalents at end of period                                                   $191,172                            $63,164
    ==========================================                                                   ========                            =======

                                                                                                                 Table D
      Segment Financial Data and
      Unit Shipments

                                                                                     (Amounts in thousands,
                                                                                     except per unit data)

                                                                                    Three Months Ended
                                                                                         March 31
                                                                                         --------
                                                                                        2012                2011
                                                                                        ----                ----
     Total Revenues

                 Aggregates segment (a)                                    $355,618           $331,591
                 Intersegment sales                               (31,120)          (29,773)
                                                                  -------            -------
                                                                            324,498            301,818
                 Net sales

                 Concrete segment (b)                              92,471             82,234
                 Intersegment sales                                  (451)                          -
                                                                     ----                         ---
                                                                             92,020             82,234
                 Net sales

                 Asphalt Mix segment                               71,356             64,647
                 Intersegment sales                                              -                  -
                                                                               ---                ---
                                                                             71,356             64,647
                 Net sales

                 Cement segment (c)                                20,516             16,530
                 Intersegment sales                                (8,539)            (8,914)
                                                                   ------             ------
                                                                             11,977              7,616
                 Net sales

                 Total
                                                                            499,851            456,316
                 Net sales
                                                                             36,031             30,884
                  Delivery
                  revenues
                  Total
                  revenues                                                 $535,882           $487,200

     Gross Profit

                 Aggregates                                                 $34,049            $10,740
                 Concrete                                         (12,305)          (14,407)
                 Asphalt Mix                                         (660)              (192)
                 Cement                                               874             (3,247)
                 Total gross profit                                         $21,958            $(7,106)
                                                                            =======            =======

      Depreciation, depletion,
      accretion and amortization

                 Aggregates                                                 $64,884            $70,071
                 Concrete                                          12,093             13,038
                 Asphalt Mix                                        2,422              1,976
                 Cement                                             4,436              4,321
                  Corporate and other
                  unallocated                                       1,332              1,180
                 Total DDA&A                                                $85,167            $90,586
                                                                            =======            =======

     Unit Shipments

                  Aggregates customer
                  tons                                             27,186             24,523
                 Internal tons (d)                                  2,266              2,141
                                                                    -----              -----
                 Aggregates - tons                                 29,452             26,664
                                                                   ======             ======

                  Ready-mixed concrete -
                   cubic yards                                        964                859
                 Asphalt Mix - tons                                 1,284              1,241

                 Cement customer tons                                 108                 53
                 Internal tons (d)                                    109                123
                 Cement - tons                                        217                176
                                                                      ===                ===

      Average Unit Sales Price
      (including internal sales)

                  Aggregates (freight-
                  adjusted) (e)                                              $10.25             $10.33
                 Ready-mixed concrete                                        $91.78             $91.05
                 Asphalt Mix                                                 $54.21             $51.38
                 Cement                                                      $78.28             $76.11

      (a) Includes crushed stone, sand and gravel, sand, other
      aggregates, as well as transportation and service revenues
      associated with
           the aggregates
            business
      (b) Includes ready-mixed concrete, concrete block, precast
      concrete, as well as building materials purchased for resale
      (c) Includes cement
      and calcium products
      (d) Represents tons shipped primarily to our downstream operations
      (e.g., asphalt mix and ready-mixed concrete). Sales from internal
           shipments are eliminated in net sales presented above and in the
            accompanying Condensed Consolidated Statements of Earnings
      (e) Freight-adjusted sales price is calculated as total sales
      dollars (internal and external) less freight to remote
      distribution sites divided
           by total sales units
            (internal and
            external)

                                                                                                                                             
                                                                                                                                    Table E
    1.Supplemental Cash Flow Information
                                                                                                                                             
    Supplemental information referable to the Condensed Consolidated Statements of Cash Flows
    for the three months ended March 31 is summarized below:
                                                                                 (Amounts in thousands)
                                                                                                    2012                               2011
                                                                                                    ----                               ----
                                                                                                                                             
                                                                                                                                             
    Supplemental Disclosure of Cash Flow Information
    ------------------------------------------------
    Cash paid (refunded) during the period
     for:
                                             Interest                    $175                             $4,448
                                             Income taxes               1,816                           (35,938)
                                                                                                                                             
    Supplemental Schedule of Noncash Investing and Financing Activities
    -------------------------------------------------------------------
    Liabilities assumed in business acquisition                                                        -                             14,330
    Accrued liabilities for purchases of property, plant & equipment                               3,895                              6,378
    Fair value of equity consideration for business acquisition                                        -                             18,898
                                                                                                                                             
                                                                                                                                             
    2.Reconciliation of Non-GAAP Measures
                                                                                                                                             
    Generally Accepted Accounting Principles (GAAP) does not define "free cash flow", "Earnings Before Interest, Taxes,
     Depreciation and Amortization (EBITDA)" and "cash earnings."Thus, free cash flow should not be considered as an alternative
     to net cash provided by operating activities or any other liquidity measureLikewise, EBITDA and cash earnings should not be
     considered as alternatives to earnings measures defined by GAAPWe present these metrics for the convenience of investment
     professionals who use such metrics in their analyses, and for shareholders who need to understand the metrics we use to
     assess performance and to monitor our cash and liquidity positionsThe investment community often uses these metrics as
     indicators of a company's ability to incur and service debtWe use free cash flow, EBITDA, cash earnings and other such
     measures to assess the operating performance of our various business units and the consolidated companyWe do not use these
     metrics as a measure to allocate resourcesReconciliations of these metrics to their nearest GAAP measures are presented
     below:
                                                                                                                                             
    Free Cash Flow
                                                                                                                                             
    Free cash flow deducts purchases of property, plant & equipment from net cash provided by
     operating activities
                                                                                                                                             
                                                                                                          
                                                                                 (Amounts in thousands)
                                                                                    Three Months Ended
                                                                                         March 31
                                                                                         --------
                                                                                                    2012                               2011
                                                                                                    ----                               ----
                                                                                                                                             
    Net cash provided by operating activities                                                    $29,144                            $44,050
    Purchases of property, plant & equipment                                                     (18,848)                           (24,207)
                                                                                                 -------                            -------
    Free cash flow                                                                               $10,296                            $19,843
                                                                                                 =======                            =======


                                                                                                 Table F
    Reconciliation of Non-GAAP
     Measures (Continued)

    EBITDA and Cash Earnings

    EBITDA is an acronym for Earnings Before Interest, Taxes, Depreciation and AmortizationCash
     earnings adjusts EBITDA for net interest expense and current taxes


                                                                (Amounts in thousands)
                                                                  Three Months Ended
                                                                       March 31
                                                                       --------
                                                                                   2012             2011
                                                                                   ----             ----

    Reconciliation of Net Loss to EBITDA and Cash Earnings

    Net loss                                                                   $(52,053)        $(54,733)
    Benefit from income taxes                                                   (38,397)         (37,430)
    Interest expense, net                                                        52,266           42,250
    Earnings on discontinued operations, net
     of tax                                                                      (4,997)          (9,889)
                                                                                 ------
    EBIT                                                                        (43,181)         (59,802)
    Plus: Depreciation, depletion, accretion
     and amortization                                                            85,167           90,586
                                                                                 ------           ------

    EBITDA                                                                      $41,986          $30,784
    Less:Interest expense, net                                                  (52,266)         (42,250)
              Current taxes                                                       8,626          (11,600)
                                                                                  -----          -------
    Cash earnings                                                               $(1,654)        $(23,066)
                                                                                =======         ========

    Adjusted EBITDA

    EBITDA                                                                      $41,986          $30,784
    Less: Recovery from legal settlement                                              -           25,546
    Gain on sale of real estate                                                   5,979                -
    Exchange offer costs                                                        (10,065)               -
    Adjusted EBITDA                                                             $46,072           $5,238
                                                                                =======           ======


    EBITDA Bridge                                                    Three Months
                                                                         Ended
    (Amounts in millions)                                              March 31
                                                                       --------
                                                                                 EBITDA
                                                                                 ------
    Continuing Operations - 2011 Actual                                             $31
    Less:      Recovery from legal settlement                                        26
                                                                                    ---
    2011 EBITDA from operations                                                       5

    Increase / (Decrease) due to:
    Aggregates:  Increased volumes                                                   15
                                                                                     (3)

                  Lower selling prices (primarily product mix)
                                                                                      6

                  Lower costs and other items
    Concrete                                                                          1
    Asphalt Mix                                                                       -
    Cement                                                                            4
    Lower selling, administrative and
     general expenses                                                                13
    Other                                                                             5
                                                                                    ---
    2012 EBITDA from operations                                                      46

    Plus:      Gain on sale of real estate                                            6
                                                                                    (10)
                  Exchange offer costs

    Continuing Operations -2012
     Actual                                                                         $42
                                                                                    ===

SOURCE Vulcan Materials Company

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