0000103973-95-000009.txt : 19950815 0000103973-95-000009.hdr.sgml : 19950815 ACCESSION NUMBER: 0000103973-95-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950814 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VULCAN MATERIALS CO CENTRAL INDEX KEY: 0000103973 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 630366371 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04033 FILM NUMBER: 95563144 BUSINESS ADDRESS: STREET 1: ONE METROPLEX DR CITY: BIRMINGHAM STATE: AL ZIP: 35209 BUSINESS PHONE: 2058773000 MAIL ADDRESS: STREET 1: PO BOX 530187 CITY: BIRMINGHAM STATE: AL ZIP: 35253-0187 10-Q 1 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 June 30, 1995 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 June 30, 1995 Common Stock, $1 Par Value 35,879,487 VULCAN MATERIALS COMPANY FORM 10-Q QUARTER ENDED JUNE 30, 1995 Contents Page No. PART I FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Earnings 2 Condensed Consolidated Statements of Cash Flows 3 Notes to Condensed Consolidated Financial Statements 4 Exhibit 11 - Computation of Earnings Per Share 5 Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges 6 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 7 PART II OTHER INFORMATION Item 1. Legal Proceedings 15 Item 6. Exhibits and Reports on Form 8-K 15 SIGNATURES 16
PART I. FINANCIAL INFORMATION Item 1. Financial Statements VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED BALANCE SHEETS* (Amounts in thousands) June 30, December 31, June 30, Assets 1995 1994 1994 Current assets Cash and cash equivalents..................................$ 2 $ 7,717 $ 19,932 Accounts and notes receivable, less allowance for doubtful accounts: June 30, 1995, $8,381; Dec. 31, 1994, $8,244; June 30, 1994, $7,594...................... 219,711 182,128 198,409 Inventories: Finished products........................................ 91,153 77,721 77,786 Raw materials............................................ 11,283 9,248 5,487 Products in process...................................... 1,129 623 1,318 Operating supplies and other............................. 26,821 24,889 25,546 Total inventories................................... 130,386 112,481 110,137 Deferred income taxes...................................... 26,968 29,074 26,142 Prepaid expenses........................................... 16,691 5,398 19,213 Total current assets................................ 393,758 336,798 373,833 Investments and long-term receivables........................ 61,397 58,138 56,641 Property, plant and equipment, at cost less accumulated depreciation, depletion and amortization: June 30, 1995, $1,142,025; Dec. 31, 1994, $1,107,132; June 30, 1994, $1,080,037........................................... 710,862 701,757 660,063 Deferred charges and other assets............................ 89,667 84,451 64,482 Total...............................................$ 1,255,684 $1,181,144 $ 1,155,019 Liabilities and Shareholders' Equity Current liabilities Current maturities of long-term obligations................$ 5,720 $ 4,687 $ 4,749 Notes payable.............................................. 71,048 42,779 45,233 Trade payables and accruals................................ 99,752 102,394 100,186 Other current liabilities.................................. 78,798 61,488 59,209 Total current liabilities........................... 255,318 211,348 209,377 Long-term obligations........................................ 91,927 97,380 97,698 Deferred income taxes........................................ 82,570 82,507 76,454 Other noncurrent liabilities................................. 61,540 58,280 55,647 Other commitments and contingent liabilities Shareholders' equity......................................... 764,329 731,629 715,843 Total...............................................$ 1,255,684 $1,181,144 $ 1,155,019 *Balance sheets as of June 30 are unaudited. The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Amounts and shares in thousands, except per share data) Three Months Ended Six Months Ended June 30* June 30* 1995 1994 1995 1994 Net sales...........................................$ 382,819 $ 326,704 $ 677,207 $ 543,597 Cost of goods sold................................... 269,632 249,355 505,234 445,238 Gross profit on sales................................ 113,187 77,349 171,973 98,359 Selling, administrative and general expenses......... 38,788 28,631 76,182 56,472 Other operating costs................................ 998 1,199 2,241 2,537 Other income, net.................................... 3,485 4,170 10,338 6,865 Earnings before interest expense and income taxes........................... 76,886 51,689 103,888 46,215 Interest expense..................................... 3,075 2,205 5,596 4,415 Earnings before income taxes......................... 73,811 49,484 98,292 41,800 Provision for income taxes........................... 26,080 15,750 34,599 13,292 Net earnings .......................................$ 47,731 $ 33,734 $ 63,693 $ 28,508 Primary and fully diluted earnings per share of common stock.............................. $1.32 $0.92 $1.76 $0.78 Average common and common equivalent shares outstanding**............................... 36,188 36,771 36,143 36,743 Cash dividends per share of common stock............. $0.365 $0.33 $ 0.73 $ 0.66 Depreciation, depletion and amortization deducted above..................................... $27,270 $25,802 $54,118 $52,636 Effective tax rate................................... 35.3% 31.8% 35.2% 31.8% * Unaudited **Primary and fully diluted earnings per share of common stock are computed by dividing net earnings by the weighted average number of common shares and common share equivalents outstanding during the period. Common share equivalents represent the number of shares contingently issuable under long-range performance share plans and the stock plan for non-employee directors. Refer to Exhibit 11 for computation. The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Six Months Ended June 30* 1995 1994 Operations Net earnings ...................................................$ 63,693 $ 28,508 Adjustments to reconcile net earnings to net cash provided by continuing operations: Depreciation, depletion and amortization.................... 54,118 52,636 Increase in assets before effects of business acquisitions..................................... (61,030) (62,589) Increase in liabilities before effects of business acquisitions..................................... 16,048 17,890 Other, net.................................................. (4,173) 1,744 Net cash provided by continuing operations............... 68,656 38,189 Net cash used for discontinued operations....................... (605) (415) Net cash provided by operations.......................... 68,051 37,774 Investing Activities Purchases of property, plant and equipment...................... (63,048) (51,109) Payment for business acquisitions (net of acquired cash)........ (12,177) - Proceeds from sale of property, plant and equipment............. 8,107 5,131 Investment in nonconsolidated companies......................... (1,016) (1,159) Withdrawal of earnings from nonconsolidated companies........... 250 - Net cash used for investing activities................... (67,884) (47,137) Financing Activities Net borrowings - commercial paper and bank lines of credit...... 28,270 45,233 Payment of short-term debt...................................... (4,399) (1,459) Payment of long-term debt....................................... (22) (4,374) Purchases of common stock....................................... (5,554) - Dividends paid.................................................. (26,177) (24,101) Net cash provided by (used for) financing activities..... (7,882) 15,299 Net increase (decrease) in cash and cash equivalents............ (7,715) 5,936 Cash and cash equivalents at beginning of year.................. 7,717 13,996 Cash and cash equivalents at end of period......................$ 2 $ 19,932 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest (net of amount capitalized)......................$ 5,398 $ 4,283 Income taxes.............................................. 17,717 3,597 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: Liabilities assumed in business acquisition.................$ 1,382 $ 5,761 Fair value of stock issued in business acquisition.......... - 7,476 *Unaudited The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
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. EXHIBIT 11 COMPUTATION OF EARNINGS PER SHARE (Amounts and shares in thousands, except per share data) Three Months Ended Six Months Ended June 30 June 30 1995 1994 1995 1994 Primary and fully diluted earnings: Average common shares outstanding.... 35,870 36,521 35,870 36,505 Common share equivalents: Performance share plan................318 250 273 238 Total shares.................36,188 36,771 36,143 36,743 Net earnings........................$47,731 $ 33,734 $ 63,693 $28,508 Primary and fully diluted earnings per share of common stock:........$ 1.32 $ 0.92 $ 1.76 $ 0.78
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 1994 1993 1992 1991 1990 Fixed charges: Interest expense before capitalization credits $ 10,699 $ 10,187 $ 10,441 $ 11,336 $ 9,349 Amortization of financing costs 114 115 116 75 44 One-third of rental expense 10,393 7,375 8,711 4,815 5,678 Total fixed charges $ 21,206 $ 17,677 $ 19,268 $ 16,226 $ 15,071 Net earnings from continuing operations $ 97,976 $ 88,229 $ 90,980 $ 52,580 $120,278 Provision for income taxes 47,930 36,993 39,746 20,867 58,951 Fixed charges 21,206 17,677 19,268 16,226 15,071 Capitalized interest credits (878) (1,016) (673) (131) (1,591) Amortization of capitalized interest 997 882 792 840 705 Earnings from continuing operations before income taxes as adjusted $167,231 $142,765 $150,113 $ 90,382 $193,414 Ratio of earnings to fixed charges 7.9 8.1 7.8 5.6 12.8 For the Six Months Ended June 30, 1995 Fixed charges: Interest expense before capitalization credits $ 5,832 Amortization of financing costs 55 One-third of rental expense 4,283 Total fixed charges $ 10,170 Net earnings $ 63,693 Provision for income taxes 34,599 Fixed charges 10,170 Capitalized interest credits (236) Amortization of capitalized interest 530 Earnings before income taxes as adjusted $108,756 Ratio of earnings to fixed charges 10.7 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 six months ended June 30, 1995, were $1,404,000 and for the one-year periods ended December 31, 1994, 1993, 1992, 1991, and 1990 were $2,666,000, $2,731,000, $3,583,000, $3,525,000 and $2,535,000, respectively. Because the Company's ownership interest 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.
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. Basis of Determining Sales Volume and Price Variances Sales volume variances are calculated by multiplying the period-to-period change in sales units by the prior period's unit sales prices. Sales price variances are calculated by multiplying the period-to-period change in unit sales prices by the current period's sales units. To the extent that products and market areas are combined for these computations, the resultant "volume" and "price" variances may each be affected by period-to-period changes in the "mix" of product and market area sales. 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 segments 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 CONDENSED STATEMENTS OF CONSOLIDATED EARNINGS SECOND QUARTER 1995 AS COMPARED WITH SECOND QUARTER 1994 Sales in the second quarter were $382.8 million, up 17% from last year's second quarter level. The segment detail of that increase is as follows (amounts in millions): Second Quarter Sales 1995 1994 Increase Construction Materials $238.2 $236.8 $ 1.4 Chemicals 144.6 89.9 54.7 Total $382.8 $326.7 $ 56.1 Construction Materials sales were up slightly from last year's second quarter total. Shipments of crushed stone were virtually equal to last year's level, while stone prices increased 5%. Second quarter shipments were affected by unfavorable weather in some market areas. Chemicals sales were up 61% from last year's level. The increase partially reflects the results of Callaway Chemical Company, which was acquired August 1, 1994. Excluding the effect of that acquisition, Chemicals sales increased 34% in the quarter due principally to sharply higher caustic soda prices and higher prices for chlorinated organic products. Cost of goods sold in the second quarter of 1995 increased 8% from the 1994 level. The increase reflects the acquisition of Callaway Chemical Company, higher raw material prices in the Chemicals segment and higher Construction Materials costs. As a percentage of sales, cost of goods sold was 70% in the second quarter of 1995 and 76% for the same period last year. Selling, administrative and general expenses of $38.8 million increased 35% from the 1994 second quarter level. This reflects principally the effect of the Callaway Chemical Company acquisition and higher provisions for management incentive plans. Other income, net of other charges, was $3.5 million in the second quarter as compared with the 1994 total of $4.2 million. The comparison reflects lower gains on the sales of assets, 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). Earnings before interest expense and income taxes were $76.9 million, up 49% from comparable 1994 earnings. The segment detail of this result is shown in the following summary (amount in millions): Second Quarter Earnings (Loss) Before Interest Expense and Income Taxes Increase 1995 1994 (Decrease) Construction Materials $53.7 $55.8 $ (2.1) Chemicals 23.2 (4.2) 27.4 Segment earnings 76.9 51.6 25.3 Interest income, etc. - .1 (.1) Total $76.9 $51.7 $ 25.2 * 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 segments with which it is related in terms of products and services. Construction Materials segment earnings were down 4% from last year's result. Higher costs and slightly lower volumes were partially offset by improved prices. Some of the cost increases reflect higher spending on the development of several new quarry sites. The Chemicals segment improvement reflects the effect of higher selling prices for caustic soda and for chlorinated organic products, which were partially offset by higher raw material costs. In addition, the segment benefited from the earnings of Callaway Chemical Company. The provision for income taxes for the second quarter was $26.1 million, as compared with last year's second quarter expense of $15.8 million. The increase reflects the higher pretax earnings as well as the higher tax rate. The effective tax rate was 35.3% for the quarter, up significantly from the 31.8% rate in 1994. The increase reflects principally a decreased relative effect of statutory depletion, which had a greater impact on the 1994 rate because of lower Chemicals earnings last year. Second quarter net earnings of $47.7 million and earnings per share of $1.32 were up 41% and 43%, respectively, from comparable 1994 results. CONDENSED STATEMENTS OF CONSOLIDATED EARNINGS YEAR-TO-DATE COMPARISONS AS OF JUNE 30, 1995 AND JUNE 30, 1994 Sales for the first half of 1995 increased $133.6 million from the same period in 1994. Sales of the segments are summarized as follows (amounts in millions): Sales for the Six Months Ended June 30 1995 1994 Increase Construction Materials $393.7 $370.3 $ 23.4 Chemicals 283.5 173.3 110.2 Total $677.2 $543.6 $ 133.6 Construction Materials sales were up 6% over 1994, as both crushed stone shipments and prices increased approximately 5%. Chemicals sales increased 64%, or 35% after adjusting for the Callaway acquisition, reflecting higher prices. Cost of goods sold for the first six months of 1995 increased 13%. As a percentage of sales, cost of goods sold in 1995 and 1994 was 75% and 82%, respectively. Selling, administrative and general expenses were $76.2 million, up 35%. The increase reflected the addition of Callaway Chemical Company and higher management incentives. Other income, net of other charges increased $3.4 million over comparable 1994 levels. This reflected improved results from joint ventures and higher gains on the sale of assets. First half earnings before interest expense and income taxes were $103.9 million, more than double the 1994 result of $46.2 million. Segment detail is shown below (amount in millions): Earnings (Loss) Before Interest Expense and Income Taxes for the Six Months Ended June 30 Increase 1995 1994 (Decrease) Construction Materials $ 64.2 $54.4 $ 9.8 Chemicals 39.7 (8.4) 48.1 Segment earnings 103.9 46.0 57.9 Interest income, etc. - .2 (.2) Total $103.9 $46.2 $57.7 * 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 segments with which it is related in terms of products and services. Construction Materials earnings were up 18% due to higher prices and volumes, which were partially offset by increased operating costs. Chemicals earnings were up substantially from the comparable loss of $8.4 million in 1994, reflecting principally higher prices. The provision for income taxes for the first half of 1995 was $34.6 million as compared with last year's expense of $13.3 million. The increase reflects the effect of the higher earnings and tax rate. Net earnings of $63.7 million and earnings per share of $1.76 were more than double the corresponding first half 1994 results. On July 24, 1995, 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: "Weather had an impact on first half results of our Construction Materials business. Favorable conditions in the first quarter probably drew some business from the second quarter while wet conditions in the latter constrained stone shipments in several of our important markets. Nonetheless, crushed stone shipments in the latest quarter virtually equaled last year's level. However, we are beginning to see some signs of softening in some of our markets. This may limit our ability to achieve second half stone shipments in excess of last year's level. As we see it now, segment earnings for the half should approximate or slightly exceed 1994's result. With this outcome, Construction Materials will report record earnings for the year as a whole. "After a dismal performance in 1994, our Chemicals business is enjoying a strong and delightful resurrection this year. Second quarter earnings for the segment exceeded our expectations, thanks to continuing strong caustic soda prices, improved pricing for chlorinated organics and some amelioration in raw material costs. Favorable market conditions for caustic soda and chlorinated organics should continue in the second half, thus enabling the segment to achieve an outstanding earnings performance for the year. "The combined outlooks for our two businesses indicate that 1995 should be a year of records for the Company - records for sales, net earnings and earnings per share." LIQUIDITY AND CAPITAL RESOURCES CONDENSED CONSOLIDATED BALANCE SHEETS - JUNE 30, 1995 AS COMPARED WITH DECEMBER 31, 1994 AND JUNE 30, 1994 AND CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS COMPARISONS FOR THE YEAR TO DATE AS OF JUNE 30, 1995 AND JUNE 30, 1994 Working Capital Working capital, exclusive of debt and cash items, was $216.8 million at June 30, 1995, up 30% from the 1994 year-end total. Receivables were up due to increased sales and inventories were higher due primarily to seasonal build-ups in the Construction Materials segment. Working capital at June 30, 1995 increased 11% from the same date last year. Higher receivables and inventories due to increased sales and the acquisition of Callaway Chemical Company were partially offset by higher current liabilities. The Company's current ratio, which is based on all components of working capital, including cash and debt items, was 1.5 as of June 30, 1995. This was down from the year-end 1994 ratio of 1.6 and the June 30, 1994 ratio of 1.8. Cash Flows First half net cash provided by operations totaled $68.1 million, up sharply from the $37.8 million generated in the same period last year. This increase reflects principally higher net earnings. Cash used for investing activities totaled $67.9 million as compared with the $47.1 million used in last year's first half. Higher purchases of property, plant and equipment and payments for business acquisitions accounted for the increase. Cash used for financing activities totaled $7.9 million as compared with cash provided of $15.3 million in 1994. This change reflects both lower net borrowings and some purchases of common stock in 1995. There were no purchases of common stock in the first half of 1994. Common Stock Transactions Pursuant to the Company's common stock purchase program, 58,600 shares of common stock were purchased in the second quarter of 1995 at a total cost of $3.2 million, equal to an average price of $54.29 per share. In the first six months of 1995, 106,300 shares were purchased at a total cost of $5.6 million, or $52.24 per share. Property Additions Property additions in the first half of 1995 totaled $66.4 million as compared with $57.1 million in the same period last year. In the second quarter of 1995, the Chemicals segment acquired Rio Linda Chemical Company, Inc. Rio Linda, which will be managed as part of Chemicals' Performance Systems business unit, had sales of $12.1 million in 1994 and is based in Sacramento, California. It manufactures small-scale chlorine dioxide generators and markets related chemicals primarily to the water treatment, food processing and pulp and paper industries. Short-term Borrowings Short-term borrowings as of June 30, 1995 and 1994 consisted of notes payable to banks totaling $71.0 million and $45.2 million, respectively. Long-Term Obligations As of June 30, 1995, long-term obligations were 9.2% of long-term capital and 12.0% of shareholders' equity. The corresponding 1994 percentages were 10.3% and 13.6%. PART II. OTHER INFORMATION Item 1. Legal Proceedings As reported in the Company's Annual Report on Form 10-K, on October 5, 1994, the Company received an Administrative Complaint, Findings of Violation, Notice of Proposed Assessment of a Civil Penalty and Notice of Opportunity to Request a Hearing Thereon (the "Complaint") from the EPA alleging that the Company violated various provisions of the Clean Water Act at its Geismar, Louisiana, facility. On March 14, 1995, the Company entered into a Consent Agreement and Order Assessing Administrative Penalties, pursuant to which the Company, without admitting liability, paid civil penalties totaling $55,000 to settle all NPDES permit violations alleged by EPA through January 1995. As reported in the Company's Annual Report on Form 10-K, the Company is a Potentially Responsible Party ("PRP") at a chemical waste site in Ascension Parish, Louisiana. In 1994 the Company recorded an additional provision of $7 million to cover remaining remediation, response and oversight costs. Very recently, in the course of remediation, additional quantities of contamination requiring treatment were discovered. Also, larger than anticipated volumes of groundwater have required treatment. As a result, the Company now is reevaluating the adequacy of its reserves for cleanup of this site. It appears likely that an additional provision of approximately $3 million may be necessary. 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 June 30, 1995. 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 August 14, 1995 /s/ D. F. Sansone Vice President, Finance
EX-27 2
5 This schedule contains summary financial information extracted from the Consolidated Statement of Earnings for the six months ended June 30, 1995, and the Consolidated Balance Sheet as of June 30, 1995 and is qualified in its entirety by refernce to such financial statements. 1000 6-MOS DEC-31-1995 JUN-30-1995 2 0 228092 8381 130386 393758 1852887 1142025 1255684 255318 91927 46573 0 0 717756 1255684 677207 677207 505234 505234 2241 405 5596 98292 34599 63693 0 0 0 63693 1.76 1.76