EX-99 2 pr4thqtr2004.htm Exhibit 99

Exhibit 99.1

January 31, 2005
FOR IMMEDIATE RELEASE
Investor Contact: Mark Warren (205) 298-3220
Media Contact: David Donaldson (205) 298-3220

VULCAN ANNOUNCES FORTY-SIX PERCENT INCREASE
IN FOURTH QUARTER AND FULL YEAR EARNINGS PER SHARE

Birmingham, Alabama - January 31, 2005 - Vulcan Materials Company (NYSE:VMC) today announced record fourth quarter net earnings of $85 million, or $0.82 per diluted share, a 46 percent increase from last year's $0.56 per diluted share. Earnings from continuing operations were $65 million, or $0.62 per diluted share, compared to last year's fourth quarter of $0.61 per diluted share. Earnings from discontinued operations were $21 million, or $0.20 per diluted share, an increase of $26 million from the prior year. Net sales from continuing operations for the quarter increased 5 percent to $547 million on improved pricing and higher volumes for aggregates.

As announced during the quarter, the Company has reached an agreement to sell its Chemicals business. The results of this business are now reported on an after-tax basis in discontinued operations and continuing operations are now comprised of Construction Materials.

For the full year, net earnings increased 46 percent to a record $2.77 per diluted share, compared to $1.90 per diluted share in the prior year. Earnings from continuing operations increased 10 percent from the prior year to $261 million, or $2.52 per diluted share. Earnings from discontinued operations were $0.25 per diluted share. Net sales from continuing operations increased 6 percent to $2.2 billion on record aggregates shipments and improved pricing.

In 2004, the Company generated a record $377 million of cash from operations after capital expenditures on operating cash flows of $579 million, also a record.

All results are preliminary and unaudited.

Commenting on 2004 results, Don James, Chairman and CEO of Vulcan stated, "Record shipments in the fourth quarter and solid price improvement reflect the strength of our aggregates business. For the year, we shipped more aggregates than at any time in our history and achieved record Construction Materials sales and earnings, even with higher diesel and healthcare costs. While spending on several improvement projects at large plants also reduced full year earnings, these projects are now substantially complete and should contribute to improved earnings in 2005. We have made changes to our healthcare plans for 2005, which should slow the rate of increase for those costs.

"In Chemicals, pricing for chlorine, caustic soda and chlorinated organics continued to strengthen, and demand for our 5CP product kept growing. As a result of plant improvement projects started in 2002, we ran our plants at higher capacity in 2004 and took advantage of strong demand and higher pricing for our products. With respect to safety and environmental performance, 2004 was an outstanding year. OSHA injuries were 40 percent lower than the best previous year and at a rate that is among the best of the American Chemistry Council's member companies. Our three Chemicals plants also operated without an EPA-reportable environmental release for the entire year."

Continuing Operations

Net sales of $547 million for the fourth quarter increased 5 percent compared to the prior year. Aggregates pricing improved over 3 percent and shipments increased over 2 percent from last year's record levels. Asphalt sales were down slightly on lower volumes.

In the fourth quarter, earnings from continuing operations of $65 million increased slightly from the prior year. The earnings increase from higher aggregates shipments and pricing was offset by higher costs, principally for diesel fuel and liquid asphalt, increased healthcare costs and the effects of adverse weather on aggregates production.

Earnings in the quarter benefited from lower net interest expense resulting from the retirement in April 2004 of $243 million of debt and a lower effective tax rate.

For the year, net sales in Construction Materials increased 6 percent from last year to $2.2 billion. Aggregates pricing improved almost 3 percent and shipments increased over 4 percent as Vulcan-served states experienced strong demand. Ready-mixed concrete volumes increased 4 percent on strong demand in our California and Arizona markets while asphalt volumes were down slightly.

Earnings before interest and taxes were a record $411 million, an increase of 7 percent from the prior year. Earnings increases from higher volumes in aggregates and ready-mixed concrete and improved pricing for aggregates were partially offset by higher costs for diesel fuel, liquid asphalt, healthcare and performance-based compensation. Spending on several plant improvement projects, particularly in the second and third quarters, contributed to higher costs.

Earnings from continuing operations for the full year increased 10 percent to $261 million. Lower net interest expense resulting from the retirement of $243 million of debt in April 2004 was partly offset by a modestly higher effective tax rate.

Discontinued Operations

In the fourth quarter, earnings from discontinued operations improved to $21 million, an increase of $26 million from the prior year. Pricing for chlorine, caustic soda and chlorinated organics continued to improve compared to both the prior quarter and the fourth quarter of 2003. Demand for 5CP remained strong. Increased earnings in the Company's joint venture in Geismar, Louisiana due to improved volume and higher pricing more than offset higher costs for key raw materials, electricity and natural gas. Approximately $11 million of the earnings improvement was due to lower environmental accruals and depreciation.

For the year, earnings improved to $26 million, an increase of $50 million from the prior year. Demand and pricing improved for most products. Caustic soda pricing has been improving since the second quarter of 2004; however, the average price for the entire year was lower than in 2003. Improvements in plant costs and operating rates more than offset higher costs for key raw materials and natural gas.

The Chemicals business was tested for impairment as of December 31, 2004 comparing the fair value of the anticipated sales proceeds to the carrying value of the net assets of the discontinued business, and there was no impairment.

Outlook

Mr. James stated, "We see 2005 as another good year for aggregates demand. Construction spending should continue to benefit from economic growth. Residential construction activity should remain at high levels. Modest recovery in private nonresidential construction should continue. Highway construction should benefit from improving state and local tax receipts. Passage of a new multi-year Federal highway bill would also help state DOTs move forward with significant new projects.

"As a result, demand for Vulcan's aggregates should increase 2 to 4 percent above the record shipments of 2004. We expect to continue to achieve price improvements. Healthcare costs, even with our plan changes, and unit costs for diesel and liquid asphalt are projected to be higher.

"In light of these assumptions, we expect earnings from continuing operations to be in the range of $2.80 to $3.10 per diluted share for the year.

"In the first quarter, we expect to earn $0.10 to $0.25 per diluted share from continuing operations depending on weather conditions.

"With respect to discontinued operations for the first quarter, we currently expect ECU values to increase from the fourth quarter as market demand for chlorine and caustic soda remains strong. Additionally, demand for 5CP should continue to grow. As a result, we expect earnings from discontinued operations to be in the range of $0.20 to $0.28 per diluted share for the quarter.

"Overall, in the first quarter, we expect to earn $0.30 to $0.53 per diluted share.

"Subject to regulatory approval, we anticipate the completion of the sale of our Chemicals business by mid-year. Earnings from discontinued operations and for the Company as a whole in the second quarter will depend upon the timing of the completion of the Chemicals sale. As previously disclosed, proceeds from the sale will include cash at closing and two contingent earn-out payments. Twelve months after the close, ECU earn-out payments will begin based on CMAI Chlor-Alkali Market Reports for ECU values and an index for natural gas prices. An ECU earn-out payment example is attached to this press release as Attachment A - ECU Earn-Out Calculation. Additionally, we currently expect undiscounted 5CP earn-outs of approximately $49 million over the life of the earn-out, with annual payments beginning the first quarter of 2006."

Conference Call
Vulcan will host a broadcast of the quarterly earnings conference call scheduled for 11:00 a.m. EST (10:00 a.m. CST) on February 1, 2005. Investors and other interested parties may access the teleconference live by calling (800) 299-0148 and using the access code 82839512. For international calls, dial (617) 801-9711. A live webcast will be available via the Internet through Vulcan's home page at vulcanmaterials.com.

Vulcan Materials Company, a member of the S&P 500 index, is the nation's foremost producer of construction aggregates and a major producer of other construction materials.

Certain matters discussed in this release, including expectations regarding future performance, contain forward-looking statements that are subject to risks, assumptions and uncertainties that could cause actual results to differ materially from those projected. These risks, assumptions and uncertainties include, but are not limited to, those associated with general business conditions; the timing and amount of federal, state and local funding for infrastructure; the highly competitive nature of the industries in which the Company operates; pricing; weather and other natural phenomena; energy costs; costs of hydrocarbon-based raw materials; increasing healthcare costs; the completion of the sale of the Company's Chemicals business unit; the timing and amount, if any, of the payments to be received by the Company under two earn-outs contained in the agreement for the divestiture of the Company's Chemicals business unit; and other risks, assumptions and uncertainties detailed from time to time in the Company's SEC reports, including the report on Form 10-K for the year. Forward-looking statements speak only as of the date hereof, and Vulcan assumes no obligation to update such statements.

Attachment A - ECU Earn-Out Calculation

The ECU earn-out is based upon the following two variables:

(1)   The twelve-month average of the low end of the range for U.S. ECU contract prices as published in the CMAI month-end Chlor-Alkali Market Report. The low end of the range has averaged 90% of the ECU contract average price over the past ten years.

(2)   The twelve-month average of the spot natural gas prices for the South Louisiana Henry Hub.

The proceeds under the ECU earn-out are capped at a cumulative $150 million over the five-year life of the earn-out.

Under the terms of the asset purchase agreement, if during the first year of the earn-out the average ECU contract low price was $600 and the average spot price for natural gas was $6 per mmbtu, the first year proceeds would be $83 million.

 

ECU Price

               Annual ECU Earn-Out Proceeds ($Millions)                      

$700
$650
$600
$550
$500

127
109
92
74
57

122
105
87
70
52

118
100
83
65
48

113
96
78
61
43

109
91
74
56
39

 

$4

$5

$6

$7

$8

 

Average Spot Price for Natural Gas ($/mmbtu)

Note: The above table is for illustrative purposes only and does not contemplate the full range of possible values. Actual results may differ materially from the calculated values above. The Company assumes no duty to update this table.

A $10 increase or decrease in the average ECU price would result in a $3.5 million increase or decrease in the annual earn-out proceeds, respectively.

A $1 per mmbtu increase or decrease in the average spot price for natural gas would result in a $4.5 million decrease or increase in the annual earn-out proceeds, respectively.

 

TABLE A

Vulcan Materials Company and Subsidiary Companies

 

(Amounts in thousands, except per share data)

Consolidated Statements of Earnings
(Condensed and unaudited)

Three Months Ended    
December 31        

Twelve Months Ended    
December 31          

 

2004

2003

2004

2003

Net sales

$547,254

$521,995

$2,213,160

$2,086,944

Delivery revenues

61,400

57,918

241,175

222,698

Total revenues

608,654

579,913

2,454,335

2,309,642

Cost of goods sold

409,072

380,712

1,630,487

1,531,197

Delivery costs

61,400

57,918

241,175

222,698

Cost of revenues

470,472

438,630

1,871,662

1,753,895

Gross profit

138,182

141,283

582,673

555,747

Selling, administrative and general expenses

49,654

46,650

196,033

178,025

Impairment of long-lived assets

-

11,700

-

14,500

Gain on sale of property, plant, and equipment, net

12,691

20,768

23,801

27,768

Other operating expense

3,282

3,168

8,189

11,913

Other income, net

2,297

5,161

8,315

6,398

Earnings from continuing operations before
   interest and income taxes


100,234


105,694


410,567


385,475

Interest income

1,945

1,258

5,599

3,594

Interest expense

9,164

12,827

40,280

53,229

Earnings from continuing operations before
   income taxes


93,015


94,125


375,886


335,840

Provision for income taxes

28,275

30,921

114,479

97,876

Earnings from continuing operations before
   cumulative effect of accounting change


64,740


63,204


261,407


237,964

Earnings (loss) on discontinued operations, net of tax

20,587

(5,876)

25,673

(24,201)

Cumulative effect of accounting changes

     -

     -

     -

(18,811)

Net earnings

$85,327

$57,328

$287,080

$194,952

Basic earnings per share:

       

Earnings from continuing operations before
   cumulative effect of accounting change


$0.63


$0.62


$2.55


$2.34

Discontinued operations

0.20

(0.06)

0.25

(0.24)

Cumulative effect of accounting change

     -

     -

     -

(0.19)

Net earnings per share

$0.83

$0.56

$2.80

$1.91

Diluted earnings per share:

       

Earnings from continuing operations before
   cumulative effect of accounting change


$0.62


$0.61


$2.52


$2.32

Discontinued operations

0.20

(0.05)

0.25

(0.24)

Cumulative effect of accounting change

     -

     -

     -

(0.18)

Net earnings per share

$0.82

$0.56

$2.77

$1.90

Weighted-average common shares outstanding:

       

  Basic

102,700

101,956

102,447

101,849

  Assuming dilution

104,094

103,080

103,664

102,710

Cash dividends per share of common stock

$0.260

$0.245

$1.040

$0.980

Depreciation, depletion, accretion and amortization
   from continuing operations

$53,723

$55,200

$209,989

$216,122

Effective tax rate

30.4%

32.9%

30.5%

29.1%

 

 

TABLE B

Vulcan Materials Company and Subsidiary Companies

 

(Amounts in thousands)              

Consolidated Balance Sheets
(Condensed and unaudited)

December 31
2004   

December 31
2003   

Assets

   

Cash and cash equivalents

$450,660

$416,689

Medium-term investments

-

4,974

Accounts and notes receivable:

   

   Accounts and notes receivable, gross

286,809

368,671

   Less: Allowance for doubtful accounts

(5,683)

(8,718)

      Accounts and notes receivable, net

281,126

359,953

Inventories:

   

   Finished products

158,350

174,778

   Raw materials

6,512

7,483

   Products in process

937

476

   Operating supplies and other

13,230

36,639

     Inventories

179,029

219,376

Deferred income taxes

34,618

34,358

Prepaid expenses

15,848

14,892

Assets held for sale

458,223

         -

     Total current assets

1,419,504

1,050,242

Investments and long-term receivables

7,226

21,111

Property, plant and equipment:

   

   Property, plant and equipment, cost

3,262,348

4,115,646

   Less: Reserve for depreciation, depletion and amortization

(1,727,700)

(2,222,998)

     Property, plant and equipment, net

1,534,648

1,892,648

Goodwill

600,181

579,817

Other assets

103,273

93,042

     Total

$3,664,832

$3,636,860

Liabilities and Shareholders' Equity

   

Current maturities of long-term debt

$3,226

$249,721

Notes payable

-

29,000

Trade payables and accruals

95,312

129,361

Other current liabilities

139,529

134,870

Liabilities of assets held for sale

188,435

         -

     Total current liabilities

426,502

542,952

Long-term debt

604,522

607,654

Deferred income taxes

348,803

338,913

Other noncurrent liabilities

271,334

252,518

Minority interest

-

91,987

Shareholders' equity

2,013,671

1,802,836

     Total

$3,664,832

$3,636,860

 

TABLE C

Vulcan Materials Company and Subsidiary Companies

Consolidated Statements of Cash Flows
(Condensed and unaudited)

(Amounts in thousands)          
Twelve Months Ended December 31   

 

2004

2003

Operating Activities

   

Net earnings

$287,080

$194,952

Adjustments to reconcile net earnings to net cash provided by operating activities:

   

   Depreciation, depletion, accretion and amortization

245,050

277,091

   Net gain on disposal of property, plant and equipment

(23,973)

(22,931)

   Cumulative effect of accounting change

-

18,811

   Increase in assets before effects of business acquisitions

(24,147)

(30,833)

   Increase in liabilities before effects of business acquisitions

85,972

77,798

   Other, net

 8,787

4,158

     Net cash provided by operating activities

578,769

519,046

Investing Activities

   

Purchases of property, plant and equipment

(201,954)

(193,923)

Proceeds from sale of property, plant and equipment

48,377

81,700

Payment for businesses acquired, net of acquired cash

(34,555)

(3,543)

(Increase) decrease in medium-term investments

4,974

(4,974)

Change in investments and long-term receivables

789

(5,247)

     Net cash used for investing activities

(182,369)

(125,987)

Financing Activities

   

Net payments - commercial paper and bank lines of credit

(29,000)

(8,298)

Payment of short-term debt and current maturities

(249,794)

(41,593)

Payment of long-term debt

(195)

(245)

Dividends paid

(106,331)

(99,580)

Proceeds from exercise of stock options

21,508

5,116

Other, net

1,383

(2,498)

     Net cash used for financing activities

(362,429)

(147,098)

Net increase in cash and cash equivalents

33,971

245,961

Cash and cash equivalents at beginning of year

416,689

170,728

Cash and cash equivalents at end of year

$450,660

$416,689

     

 

TABLE D

Notes to Condensed Consolidated Financial Statements


1.  Supplemental Cash Flow Information
Supplemental information referable to the Condensed Consolidated Statements of Cash Flows for the twelve months ended December 31 is summarized below (amounts in thousands):

 

2004

2003

 

1.  Supplemental Disclosure Of Cash Flow Information

     

Cash paid during the period for:

     

  Interest, net of amount capitalized

$44,191

$54,409

 

  Income taxes

90,129

47,890