-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C8KZM3IKrTuCgwPxUCD6JscO8dUF/l/iOEssHkGrBAXfz0t3WqWXbj2RkViTUeJz lPt+Mc+98Y1HkPLhJ/MsmQ== 0000103973-95-000010.txt : 19951119 0000103973-95-000010.hdr.sgml : 19951119 ACCESSION NUMBER: 0000103973-95-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951114 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: 95591197 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 September 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 September 30, 1995 Common Stock, $1 Par Value 35,188,621 VULCAN MATERIALS COMPANY FORM 10-Q QUARTER ENDED SEPTEMBER 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 16 SIGNATURES 17
PART I. FINANCIAL INFORMATION Item 1. Financial Statements VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED BALANCE SHEETS* (Amounts in thousands) Sept. 30, Dec. 31, Sept. 30, Assets 1995 1994 1994 Current assets Cash and cash equivalents.............................. $ 9,319 $ 7,717 $ 8,502 Accounts and notes receivable, less allowance for doubtful accounts: Sept. 30, 1995, $8,712; Dec. 31, 1994, $8,244; Sept. 30, 1994, $8,139................. 235,808 182,128 211,618 Inventories: Finished products.................................... 82,678 77,721 75,250 Raw materials........................................ 9,974 9,248 8,397 Products in process.................................. 1,089 623 1,019 Operating supplies and other......................... 25,989 24,889 24,977 Total inventories............................... 119,730 112,481 109,643 Deferred income taxes.................................. 26,490 29,074 24,478 Prepaid expenses....................................... 9,693 5,398 12,866 Total current assets............................ 401,040 336,798 367,107 Investments and long-term receivables.................... 61,660 58,138 57,590 Property, plant and equipment, at cost less accumulated depreciation, depletion and amortization: Sept. 30 1995, $1,164,734; Dec. 31, 1994, $1,107,132; Sept. 30, 1994, $1,099,928................. 706,022 701,757 717,019 Deferred charges and other assets........................ 91,458 84,451 74,104 Total........................................... $1,260,180 $1,181,144 $1,215,820 Liabilities and Shareholders' Equity Current liabilities Current maturities of long-term obligations............ $ 5,716 $ 4,687 $ 4,684 Notes payable.......................................... 80,274 42,779 76,843 Trade payables and accruals............................ 101,307 102,394 96,244 Other current liabilities.............................. 79,287 61,488 58,329 Total current liabilities....................... 266,584 211,348 236,100 Long-term obligations.................................... 91,778 97,380 97,539 Deferred income taxes.................................... 84,897 82,507 77,672 Other noncurrent liabilities............................. 63,217 58,280 63,118 Other commitments and contingent liabilities ........... Shareholders' equity..................................... 753,704 731,629 741,390 Total........................................... $1,260,180 $1,181,144 $1,215,820 *Balance sheets as of September 30 are unaudited. The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.
VULCAN MATERIALS COMPANY AND SUBSIDIARY COMPANIE CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Amounts and shares in thousands, except per share data) Three Months Ended Nine Months Ended September 30* September 30* 1995 1994 1995 1994 Net sales....................................$421,981 $360,359 $1,099,188 $903,956 Cost of goods sold............................288,114 269,950 793,348 715,188 Gross profit on sales.........................133,867 90,409 305,840 188,768 Selling, administrative and general expenses.. 39,578 33,753 115,760 90,225 Other operating costs......................... 1,046 1,771 3,287 4,308 Other income, net............................. 2,562 3,051 12,900 9,916 Earnings before interest expense and income taxes.................... 95,805 57,936 199,693 104,151 Interest expense.............................. 3,054 2,804 8,650 7,219 Earnings before income taxes.................. 92,751 55,132 191,043 96,932 Provision for income taxes.................... 33,603 17,532 68,202 30,824 Net earnings ................................$ 59,148 $ 37,600 $ 122,841 $ 66,108 Primary and fully diluted earnings per share of common stock....................... $1.64 $1.02 $3.40 $1.80 Average common and common equivalent shares outstanding**........................ 35,984 36,763 36,087 36,750 Cash dividends per share of common stock...... $0.365 $0.33 $1.095 $0.99 Depreciation, depletion and amortization deducted above..............................$28,184 $27,055 $82,302 $79,691 Effective tax rate............................ 36.2% 31.8% 35.7% 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) Nine Months Ended September 30* 1995 1994 Operations Net earnings ............................................... $122,841 $ 66,108 Adjustments to reconcile net earnings to net cash provided by continuing operations: Depreciation, depletion and amortization................ 82,302 79,691 Increase in assets before effects of business acquisitions................................. (57,994) (50,897) Increase in liabilities before effects of business acquisitions................................. 2,918 15,646 Other, net.............................................. (1,580) 3,832 Net cash provided by continuing operations........... 148,487 114,380 Net cash used for discontinued operations................... (725) (660) Net cash provided by operations...................... 147,762 113,720 Investing Activities Purchases of property, plant and equipment.................. (77,499) (76,313) Payment for business acquisitions (net of acquired cash).... (21,027) (78,630) Proceeds from sale of property, plant and equipment......... 9,493 6,721 Investment in nonconsolidated companies..................... (1,512) (1,779) Withdrawal of earnings from nonconsolidated companies....... 250 - Net cash used for investing activities............... (90,295) (150,001) Financing Activities Net borrowings - commercial paper and bank lines of credit.. 37,495 76,843 Payment of short-term debt.................................. (4,541) (1,668) Payment of long-term debt................................... (32) (8,233) Purchases of common stock................................... (49,700) - Dividends paid.............................................. (39,087) (36,155) Net cash provided by (used for) financing activities. (55,865) 30,787 Net increase (decrease) in cash and cash equivalents........ 1,602 (5,494) Cash and cash equivalents at beginning of year.............. 7,717 13,996 Cash and cash equivalents at end of period.................. $ 9,319 $ 8,502 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest (net of amount capitalized)..................$ 6,750 $ 5,297 Income taxes.......................................... 68,013 26,996 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: Liabilities assumed in business acquisition.............$ 1,382 $ 16,041 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 Nine Months Ended September 30 September 30 1995 1994 1995 1994 Primary and fully diluted earnings: Average common shares outstanding........ 35,481 36,533 35,737 36,514 Common share equivalents: Performance share plan................. 503 230 350 236 Total shares..................... 35,984 36,763 36,087 36,750 Net earnings............................... $59,148 $37,600 $122,841 $66,108 Primary and fully diluted earnings per share of common stock:................. $ 1.64 $ 1.02 $ 3.40 $ 1.80
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 67,231 $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 Nine Months Ended September 30, 1995 Fixed charges: Interest expense before capitalization credits $ 8,888 Amortization of financing costs 82 One-third of rental expense 6,702 Total fixed charges 15,672 Net earnings $122,841 Provision for income taxes 68,202 Fixed charges 15,672 Capitalized interest credits (238) Amortization of capitalized interest 799 Earnings before income taxes as adjusted $207,276 Ratio of earnings to fixed charges 13.2 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 nine months ended September 30, 1995, were $2,084,000 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 is 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 segment with which it is related in terms of products and services. Allocations are based primarily on one or a combination of the following factors: average gross investment, average equity and sales. RESULTS OF OPERATIONS CONDENSED STATEMENTS OF CONSOLIDATED EARNINGS THIRD QUARTER 1995 AS COMPARED WITH THIRD QUARTER 1994 Third quarter sales, net earnings and earnings per share were at record levels. Sales of $422.0 million increased 17% from the 1994 third quarter level. The segment detail of that increase is as follows (amounts in millions): Third Quarter Sales 1995 1994 Increase Construction Materials $269.8 $251.1 $18.7 Chemicals 152.2 109.3 42.9 Total $422.0 $360.4 $61.6 Both Construction Materials and Chemicals reported record third quarter sales. Construction Materials sales increased 7% from last year's third quarter total. Both crushed stone shipments and prices increased 5%. Chemicals third quarter sales were up 39% from last year's level due principally to sharply higher prices for caustic soda and for chlorinated organic products. Third quarter sales also benefited from the June 1, 1995 acquisition of Rio Linda Chemical Company and an additional month of sales from the August 1, 1994 acquisition of Callaway Chemical Company. Excluding the effects of these two acquisitions, third quarter Chemicals sales were up 33%. Cost of goods sold increased 7% in the third quarter of 1995 from the 1994 level. The increase reflects higher volumes in both segments and higher Construction Materials costs, partially offset by lower raw material costs in the Chemicals segment. As a percentage of sales, cost of goods sold was 68% in the third quarter of 1995 and 75% for the same period last year. Selling, administrative and general expenses of $39.6 million increased 17% from the 1994 third quarter level. This reflects principally higher professional fees and the effect of Chemicals acquisitions. Other income, net of other charges, totaled $2.6 million in the third quarter, down $489,000 as compared with the same period last year. This reflects lower gains on the sale of assets, 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 market). Earnings before interest expense and income taxes were $95.8 million, up 65% from comparable 1994 earnings. The segment detail of this result is shown in the following summary (amounts in millions): Third Quarter Earnings (Loss) Before Interest Expense and Income Taxes * Increase 1995 1994 (Decrease) Construction Materials $67.8 $59.4 $ 8.4 Chemicals 28.0 (1.7) 29.7 Segment earnings 95.8 57.7 38.1 Interest income, etc. - .2 (.2) Total $95.8 $57.9 $37.9 * After allocation of corporate expense and income, other than "interest income, etc." (principally interest income earned on short-term investment of funds and gains or losses on corporate financing transactions), and after assignment of equity income to the segment with which it is related in terms of products and services. Record third quarter earnings for the Construction Materials segment were up 14% from last year's result. Improved crushed stone prices and volumes were partially offset by higher costs. Some of the cost increases reflect higher spending on the development of several new quarry sites. The Chemicals segment recorded third quarter earnings of $28.0 million as compared with last year's third quarter loss of $1.7 million. The improvement reflects the effect of higher selling prices for caustic soda and chlorinated organic products as well as lower raw material costs. Third quarter earnings were reduced by a $3.5 million charge for environmental remediation at the Cleve Reber Superfund site in Louisiana. The provision for income taxes for the third quarter was $33.6 million, as compared with last year's third quarter expense of $17.5 million. The increase reflects the higher pretax earnings as well as the higher tax rate. The effective tax rate was 36.2% for the third quarter and 35.7% for the first nine months, up significantly from the 31.8% rate applicable to both periods in 1994. The increases reflect principally a decreased relative effect of statutory depletion, which had a lesser impact on the 1995 rates because of significantly higher Chemicals earnings. Net earnings of $59.1 million and earnings per share of $1.64 were up 57% and 61%, respectively, from comparable 1994 results. CONDENSED STATEMENTS OF CONSOLIDATED EARNINGS YEAR-TO-DATE COMPARISONS AS OF SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1994 Sales of $1,099.2 million for the first nine months of 1995 also were at a record level, and increased 22% from the $904.0 million reported for the same period last year. Sales of the segments are summarized as follows (amounts in millions): Sales for the Nine Months Ended September 30 1995 1994 Increase Construction Materials $ 663.5 $621.4 $ 42.1 Chemicals 435.7 282.6 153.1 Total $1,099.2 $904.0 $195.2 Construction Materials sales were up 7% over 1994. Crushed stone shipments and prices increased approximately 5%. Chemicals sales increased 54%, reflecting higher prices and the effect of acquisitions. Excluding the effects of the Callaway and Rio Linda acquisitions, the increase was 34%. Cost of goods sold for the current year-to-date increased 11%. As a percentage of sales, cost of goods sold was 72% in 1995 and 79% in 1994. Selling, administrative and general expenses were $115.8 million, up 28%. The increase reflects the Chemicals acquisitions and higher provisions for management incentives. Other income, net of other charges, increased $3.0 million from comparable 1994 levels. This reflects improved results from the Crescent Market Project. Earnings for the current year-to-date before interest expense and income taxes were $199.7 million, almost double the 1994 result of $104.2 million. Segment detail is shown below (amount in millions): Earnings (Loss) Before Interest Expense and Income Taxes for the Nine Months Ended September 30 * Increase 1995 1994 (Decrease) Construction Materials $132.0 $113.8 $ 18.2 Chemicals 67.7 (10.1) 77.8 Segment earnings 199.7 103.7 96.0 Interest income, etc. - .5 (.5) Total $199.7 $104.2 $ 95.5 * After allocation of corporate expense and income, other than "interest income, etc." (principally interest income earned on short-term investment of funds and gains or losses on corporate financing transactions), and after assignment of equity income to the segment with which it is related in terms of products and services. Construction Materials segment earnings were up 16% due to higher prices and volumes, which were partially offset by increased operating costs. The Chemicals segment increase principally reflected higher prices. The provisions for income taxes for the first nine months of 1995 and 1994 were $68.2 million and $30.8 million, respectively. The increase reflects the effect of greater earnings and the higher tax rate. Record net earnings and earnings per share of $122.8 million and $3.40 were up more than 85% from comparable 1994 levels. On October 23, 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: "Third quarter shipments in our Construction Materials business were stronger than expected and resulted in year-to-date record segment earnings. In last year's fourth quarter, good weather helped generate very strong earnings for the segment. Notwithstanding significant anticipated gains from sales of excess land in this year's fourth quarter, it will be a challenge to equal last year's record quarterly result. Nonetheless, for the year as a whole, we expect Construction Materials earnings to be at a record level. "The recovery in caustic soda prices continued to be the major factor contributing to improved sales and earnings in our Chemicals segment. In addition, earnings benefited from stronger market conditions for chlorinated organic products. Stronger pricing in those products has permitted us to recover much of the profitability lost in 1994 due to higher raw material prices. Favorable market conditions for caustic soda and chlorinated organics should continue to benefit year-over-year earnings comparisons in the fourth quarter, although at a significantly lesser rate of improvement than that experienced in the third quarter. For the full year, we expect Chemicals earnings to be at a record level. "Third quarter earnings of the Chemicals segment included a $3.5 million charge for environmental remediation at the Cleve Reber Superfund site in Louisiana. Remediation has been virtually completed and we do not expect any future earnings charges referable to this site. "For the Company as a whole, strong performances in both segments should result in 1995 records - by substantial margins - for sales, net earnings and earnings per share." LIQUIDITY AND CAPITAL RESOURCES CONDENSED CONSOLIDATED BALANCE SHEETS - SEPTEMBER 30, 1995 AS COMPARED WITH DECEMBER 31, 1994 AND SEPTEMBER 30, 1994 AND CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS COMPARISONS FOR THE YEAR TO DATE AS OF SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1994 Working Capital Working capital, exclusive of debt and cash items, was $214.2 million at September 30, 1995, up 29% from the 1994 year-end total. The increase was primarily due to higher receivables as a result of the sales level. Working capital at September 30, 1995 increased 3% from the same date last year. Higher receivables due to increased sales were offset by higher current liabilities. The Company's current ratio, which is based on all components of working capital, including debt and cash items, was 1.5 as of September 30, 1995. This was down slightly from the 1.6 ratio for both December 31, 1994 and September 30, 1994. Cash Flows Cash provided by continuing operations during the first nine months totaled $148.5 million, up 30% from the $114.4 million generated in the same period last year. This increase reflects principally higher net earnings. Cash used for investing activities totaled $90.3 million as compared with the 1994 total of $150.0 million, reflecting a decrease in spending for business acquisitions. Net cash used for financing activities totaled $55.9 million as compared with cash provided of $30.8 million in 1994. This change reflects lower net borrowings and a sharp increase in purchases of common stock in 1995. There were no purchases of common stock in the first nine months of 1994. Common Stock Transactions Pursuant to the Company's common stock purchase program, 833,400 shares of common stock were purchased in the third quarter of 1995 at a total cost of $44.1 million, equal to an average price of $52.97 per share. In the first nine months of 1995, 939,700 shares were purchased at a total cost of $49.7 million, or an average of $52.89 per share. Property Additions Property additions in the first nine months of 1995 totaled $92.6 million as compared with $142.5 million in the same period last year. The decrease reflects lower spending for acquisitions. During the third quarter, the Company acquired an aggregates business in Indiana which included three production operations. Short-term Borrowings Short-term borrowings as of September 30, 1995 and 1994 consisted of notes payable to banks totaling $80.3 million and $76.8 million, respectively. Long-Term Obligations As of September 30, 1995, long term obligations were 9.2% of long-term capital and 12.2% of shareholders' equity. The corresponding 1994 percentages were 10.0% and 13.2%, respectively. PART II. OTHER INFORMATION Item 1. Legal Proceedings As previously reported in the Company's Annual Report on Form 10-K, lawsuits naming the Company have been filed in the District Courts of Jefferson and Ector counties, Texas, by individual plaintiffs alleging silicosis arising from exposure to industrial sand used for abrasive blasting which was marketed by the Company from 1988 to 1994. The Company is but one of from 20-40 defendants named in each case. As of this date, 28 such cases are pending against the Company. At this time, the Company does not expect that settlements or adverse judgments, if any, will adversely affect the consolidated financial position of the Company to a material extent. On August 30, 1995, a complaint was filed in the District Court of Nueces County, Texas, 214th Judicial District, by 144 individual plaintiffs against 93 defendants, including the Company. Plaintiffs allege personal injuries and damages arising from exposure to petroleum products, asbestos, chemicals, solvents, minerals, metals and other products in connection with plaintiffs' employment at the Corpus Christi Army Depot in Corpus Christi, Texas. Plaintiffs' ad damnum plea is for $100 Million in compensatory damages and "at least" $400 Million in punitive damages from all defendants. The Company has retained counsel and is currently defending the action. The Company does not believe that its potential share, if any, of costs related to this action will adversely affect the consolidated financial position of the Company to a material extent. The Company has received an Administrative Order ("AO"), dated September 28, 1995, issued by the EPA under the Clean Water Act and alleging that on various dates from August 1994 through July 1995, the Company's Geismar, Louisiana, chemicals manufacturing facility exceeded certain of the effluent limitations which are conditions of the facility's NPDES permit. The AO purports to order, in pertinent part, that the Geismar facility take whatever corrective action is necessary to eliminate and prevent reoccurrence of the alleged permit exceedances. The Company intends in good faith to comply with the terms and conditions of this AO to the full extent required by applicable law. The Company does not anticipate that this matter will adversely affect the consolidated financial position of the Company to a material extent. 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 September 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 November 13, 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 nine months ended September 30, 1995 and is qualified in its entirety by reference to such statements. 1000 9-MOS DEC-31-1995 SEP-30-1995 9319 0 244520 8712 119730 401040 1870756 1164734 1260180 266584 91778 46573 0 0 707131 1260180 1099188 1099188 793348 793348 3287 1028 8650 191043 68202 122841 0 0 0 122841 3.40 3.40
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