Back to GetFilings.com

     Indicate by check mark whether registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes  X     No      

APPLICABLE ONLY TO CORPORATE ISSUERS:

See accompanying Notes to Condensed Consolidated Financial Statements

See accompanying Notes to Condensed Consolidated Financial Statements

1.   Basis of Presentation

2.   Stock-based Compensation

	Three Months Ended    June 30		Six Months Ended    June 30
	2003	2002	2003	2002
Net earnings, as reported Add: Total stock-based employee   compensation expense included in   reported net earnings under intrinsic   value based method for all awards,   net of related tax effects Deduct: Total stock-based employee   compensation expense determined   under fair value based method for   all awards, net of related tax effects	$ 56,024  213    (1,373)	$ 65,369  142    (1,358)	$ 38,475  497    (2,817)	$ 56,456  293    (2,726)
Pro forma net earnings	$ 54,864	$ 64,153	$ 36,155	$ 54,023
Earnings per share:   Basic, as reported   Basic, pro forma   Diluted, as reported   Diluted, pro forma	$0.55 $0.54 $0.55 $0.53	$0.64 $0.63 $0.64 $0.62	$0.38 $0.36 $0.38 $0.35	$0.56 $0.53 $0.55 $0.53

3.   Discontinued Operations

March 2003	Sold the assets of the municipal wastewater business to ALTIVIA Corporation and recognized a pretax gain on disposal of $1.9 million
June 2003	Sold our Smyrna, Georgia manufacturing facility and our Dalton, Georgia distribution center to Lynx Chemical Group resulting in a pretax loss on disposal of $12.0 million.
May 2003 through July 2003	Announced our intention to sell the assets of our industrial water treatment and pulp and paper businesses to Kemira Oy, of Finland, including our Columbus, Georgia manufacturing plant and research and development facility, as well as manufacturing facilities in Shreveport, Louisiana and Vancouver, British Columbia. This sale was subsequently closed in July 2003 and will result in a gain on disposal that will be reported in the third quarter of 2003.

	Three Months Ended      June 30		Six Months Ended      June 30
	2003	2002	2003	2002
Net sales Total revenues Loss before interest and income taxes Pretax loss	$ 25.8  $ 27.9  $ (16.9) $ (17.1)	$ 36.6  $ 38.9  $ (3.2) $ (3.2)	$ 57.3  $ 61.3  $ (18.1) $ (18.3)	$ 71.7  $ 75.8  $ (7.2) $ (7.3)

4.   Earnings Per Share (EPS)

	Three Months Ended   June 30		Six Months Ended   June 30
	2003	2002	2003	2002
Weighted-average common shares   outstanding Dilutive effect of:     Stock options     Other Weighted-average common shares   outstanding, assuming dilution	101,798 535      238  102,571	101,706 902      139  102,747	101,789 472     207  102,468	101,660 918      117  102,695

5.   Effective Tax Rate

6.   Derivative Instruments

7.   Comprehensive Income

	Three Months Ended      June 30		Six Months Ended      June 30
	2003	2002	2003	2002
Net earnings Other comprehensive income:   Fair value adjustments to cash flow     hedges Total comprehensive income	$ 56,024       528  $ 56,552	$ 65,369      1,691  $ 67,060	$ 38,475       683  $ 39,158	$ 56,456      8,327  $ 64,783

8.   Accounting Changes

BALANCE AS OF DECEMBER 31, 2002	$        --
Cumulative effect adjustment   Liabilities incurred   Liabilities (settled)   Accretion expense   Revisions up/(down)	99,259  - --   (3,453) 2,517         456
BALANCE AS OF JUNE 30, 2003	$ 98,779

9.   Guarantees

	Amount	Term	Maturity
Risk management requirement for   insurance claims Payment surety required by utilities Contractual reclamation/restoration   requirements	$ 17,489 5,145    3,846	One year One year One year	Renewable annually Renewable annually Renewable annually
Total standby letters of credit	$ 26,480

10.   New Accounting Standards

11.  Segment Data

	Three Months Ended       June 30		Six Months Ended       June 30
	2003	2002	2003	2002
NET SALES   Construction Materials   Chemicals      Total	$ 556.6    138.2  $ 694.8	$ 546.0      98.8  $ 644.8	$ 948.7     265.0  $1,213.7	$ 946.6     197.7  $1,144.3
TOTAL REVENUES   Construction Materials   Chemicals      Total	$ 615.8    151.0  $ 766.8	$ 598.7    110.2  $ 708.9	$1,044.2     289.3  $1,333.5	$1,037.9     221.1  $1,259.0
EARNINGS (LOSS) FROM  CONTINUING OPERATIONS  BEFORE INTEREST AND  INCOME TAXES   Construction Materials   Chemicals      Total	$ 119.0     (11.6) $ 107.4	$ 130.3     (21.7) $ 108.6	$138.2    (15.2) $ 123.0	$173.9    (32.5) $ 141.4

	June 30    2003	Dec. 31    2002	June 30    2002
IDENTIFIABLE ASSETS   Construction Materials   Chemicals      Identifiable Assets   General corporate assets and other   Cash items        Total	$ 2,733.0       568.1  3,301.1  65.4        183.6  $ 3,550.1	$ 2,635.9       579.8  3,215.7  61.8        170.7  $ 3,448.2	$ 2,716.0       592.8  3,308.8  71.8         56.7  $ 3,437.3

12.  Supplemental Cash Flow Information

	2003	2002
SUPPLEMENTAL DISCLOSURE OF CASH FLOW  INFORMATION   Cash paid (refunded) during the period for:       Interest, net of amount capitalized       Income taxes	$ 27,220  (2,641)	$ 27,200  6,585

13.  Other Commitments and Contingent Liabilities

GENERAL COMMENTS

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 our Construction Materials segment. Normally, the highest sales and earnings of our Construction Materials segment are attained in the third quarter and the lowest are realized in the first quarter when sales and earnings are substantially below the levels realized in all subsequent quarters of the year.


Segment Earnings

Segment earnings are earnings from continuing operations before net interest and income taxes and after allocation of corporate expenses and income. Allocations are based on average capital employed and net sales.


Forward-Looking Statements

Certain matters discussed in this report contain forward-looking statements that are subject to risks, assumptions and uncertainties that could cause our 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 depressed demand for our chemical products; the highly competitive nature of the industries in which we operate; pricing; weather and other natural phenomena; energy costs; costs of hydrocarbon-based raw materials; increasing pension and medical cost; and other risks, assumptions and uncertainties detailed from time to time in our periodic reports.

RESULTS OF OPERATIONS

The comparative analysis in this Management's Discussion and Analysis of Financial Condition and Results of Operations is based on net sales and cost of goods sold, which exclude delivery revenues and costs, and is consistent with the basis on which management reviews our results of operations.

Second Quarter 2003 as Compared with Second Quarter 2002

Continuing Operations:
Second quarter net sales were $694.8 million and earnings from continuing operations were $66.3 million, or $0.65 per diluted share. On a comparable basis, last year's second quarter net sales were $644.8 million and earnings from continuing operations were $67.4 million, or $0.66 per diluted share.

In Construction Materials, second quarter net sales increased 2% to $556.6 million as aggregates and asphalt sales approximated last year's level and ready-mixed concrete sales increased due to stronger volumes. Aggregates sales volumes were up slightly from the prior year. Several markets showed particular strength including the Gulf Coast, Texas, and Alabama while many other southeastern markets were weaker due to wet weather. State highway spending continued to have a mixed impact across our markets. Pricing for aggregates was relatively flat with the prior year due in part to product and market mix. The mix of aggregates products sold in the quarter was weighted more towards lower priced products and geographic markets than in the prior year. Asphalt volumes were down marginally while pricing improved slightly. Our Chemicals segment reported second quarter net sales of $138.2 million, up approximately $39.4 million from the prior year. The increased sales were due mostly to higher chlorine and caustic so da prices.

Earnings from continuing operations before interest and income taxes of $107.4 million were just short of the $108.6 million for the second quarter of 2002. This $1.2 million shortfall resulted from an $11.3 million shortfall in Construction Materials as our Chemicals segment's results improved $10.1 million. Construction Materials earnings of $119.0 million were negatively impacted by higher costs for diesel, lower aggregates production levels, and higher pension and medical costs. During the quarter, aggregates inventories were reduced by limiting production. Additionally, asphalt margins were lower due to higher liquid asphalt and energy costs. At a loss of $11.6 million, the improvement in our Chemicals segment was due in part to improved plant operating performance. Costs for energy and key raw materials increased.

Selling, administrative and general expenses of $54.0 million increased $4.5 million or 9% from the second quarter 2002 level due mainly to higher pension and medical costs. Other operating costs of $2.9 million were up $1.3 million. The $0.2 million decrease in the minority interest in losses resulted from improved results in our Chloralkali joint venture. Other income, net of other charges, of $3.4 million increased $0.8 million from the prior year due primarily to higher gains on asset sales.

Interest expense of $13.6 million was essentially the same as the second quarter of 2002.

Our effective tax rate from continuing operations was 30.0% for the second quarter of 2003, up slightly from the 2002 rate of 29.6% for the comparable period.

Discontinued Operations:
As of this filing date, we have substantially completed the divestiture of our Performance Chemicals business unit. Accordingly, financial results referable to these businesses are reported in discontinued operations pursuant to FAS 144 as described in Note 3 to the Financial Statements. As previously announced, in the first quarter we realized a slight gain from the sale of the municipal wastewater treatment business. During the second quarter, we recorded a loss on the disposal of our Dalton and Smyrna plants. The sale of the industrial water treatment and pulp and paper businesses was completed on July 3, 2003, and a net gain on disposal will be reported for the third quarter.

The $10.3 million, or $0.10 per diluted share, loss on discontinued operations, net of taxes, resulted from the divestiture of our Performance Chemicals businesses and the resulting loss on disposal. The comparative 2002 amount was $2.0 million, or $0.02 per diluted share and only included the loss on operations.

Net earnings, which include discontinued operations, were $56.0 million, or $0.55 per diluted share, as compared to $65.4 million, or $0.64 per diluted share, in second quarter 2002.

Year-to-Date Comparisons as of June 30, 2003 and June 30, 2002

Continuing Operations:
Net sales of $1.2 billion for the first six months of 2003 increased 6% from the comparable 2002 total of $1.1 billion. Net earnings from continuing operations before cumulative effect of accounting changes were $68.5 million, or $0.67 per diluted share. Comparable 2002 earnings were $81.9 million, or $0.80 per diluted share.

Construction Materials net sales of $948.7 million were up marginally from the 2002 level of $946.6 million. Aggregates volume and pricing were essentially the same as last year with a decline of less than 0.2% for each. Asphalt volumes were lower due to both the prior year's unseasonably dry weather in the California operations and a reduction in California highway project activity in the current year. Chemicals' net sales for the first six months of 2003 of $265.0 million reflected an increase of 34% from year-to-date June 2002. This increase was due mostly to higher chorine and caustic soda prices.

Earnings from continuing operations before interest and income taxes were $123.0 million as compared to $141.4 million in the same period last year. Earnings in our Construction Materials segment were down $35.7 million or 20% from the first six months of 2002 due to several factors including severe weather in the first quarter; higher pension and medical costs; higher costs for unit diesel and liquid asphalt; lower aggregates production levels and an asset impairment charge referable to the lime plant closure in the first quarter. Year-to-date earnings in our Chemicals segment improved from a $32.5 million loss in the first half of 2002 to a loss of $15.2 million in 2003. This improvement was primarily due to higher chlorine and caustic soda prices, increased volumes, and improved plant operating performance, offset in part by increased costs for energy and key raw materials.

Selling, administrative and general expenses were up 6% when compared to the first half of 2002 due primarily to higher pension and medical costs. Other operating costs of $8.7 million increased by $6.0 million due mostly to the above-mentioned asset impairment charge referable to the lime plant closure. Minority interest in losses increased $1.4 million from 2002 resulting from increased losses in our Chloralkali joint venture. Other income, net of other charges, of $6.1 million increased $2.4 million from the prior year due primarily to higher gains on asset sales.

Interest expense of $27.1 million increased $0.4 million from the prior year due primarily to a $0.9 million reduction in the capitalized interest cost credit resulting from the decreased level of capital spending requiring the capitalization of interest.

Our effective tax rate from continuing operations was 30.0% for the year, as projected through June 30, 2003, up slightly from 29.7% for the comparable period of 2002.

Discontinued Operations and Cumulative Effect of Accounting Changes:
The discontinued operations resulted from the divestiture of our Performance Chemicals business unit as described in Note 3 to the Financial Statements. Loss on discontinued operations totaled $11.2 million, or $0.11 per diluted share, for the first six months of 2003 compared with a $4.9 million, or $0.05 per diluted share, in 2002. The 2003 results included loss on disposal of discontinued operations in the pretax amount of $10.8 million.

The cumulative effect of accounting changes resulted from our mandatory adoption of new accounting standards as described in Note 8 to the Financial Statements. In 2003, we adopted FAS 143 and recognized a cumulative, one-time, non-cash loss of $18.8 million or $0.18 per diluted share. In 2002, we adopted FAS No. 142 and the $20.5 million cumulative loss resulted from the impairment of Performance Chemicals' goodwill.

Net earnings for the first six months of 2003 of $38.5 million, or $0.38 per diluted share, reflected both the $11.2 million loss, or $0.11 per diluted share impact, from the divestiture of our Performance Chemicals business unit and the $18.8 million charge, or $0.18 per diluted share impact, from the adoption of the accounting standard, FAS 143. Comparatively, the net earnings for the first six months of 2002 of $56.5 million included the write-down of Performance Chemicals goodwill for an after-tax impact of $20.5 million, or $0.20 per diluted share, as prescribed by the accounting standard, FAS 143.

Working Capital

Working capital, the excess of current assets over current liabilities, totaled $323.6 million at June 30, 2003. This represented a $168.4 million decrease from our December 31, 2002 level and a $99.7 million decrease from our June 30, 2002 level. Both of these working capital comparative decreases resulted primarily from the reclassification to current maturity of $243.0 million of five-year notes issued in 1999. These 5.75% coupon rate notes mature on April 1, 2004. We expect to pay these notes upon maturity using available cash balances, and to the extent necessary, by issuing commercial paper to fund any shortfall. We have $350 million in unused bank lines of credit which serve as liquidity support for commercial paper outstanding.

The current ratio was 1.6 as of June 30, 2003. This compares to the 2.7 ratio at year-end 2002 and the 2.3 ratio at June 30, 2002. These decreases in the current ratio resulted primarily from the above mentioned current maturity reclassification of $243.0 million.


Cash Flows

Net cash provided by operating activities totaled $163.9 million in the first half of 2003, down from the $171.9 million generated in the same period last year. This $8.0 million decrease in cash provided by operating activities primarily resulted from lower earnings. Net cash used for investing activities of $93.1 million decreased $52.8 million from the first half of 2002 due to a reduction in capital spending. Net cash used for financing activities decreased $12.3 million to total $57.9 million for the six months ended June 2003. This decrease resulted primarily from a $15.5 million reduction in debt payments in the current period.


Short-term Borrowings

Short-term borrowings consisted of the following (amounts in thousands):

	June 30    2003	Dec. 31    2002	June 30    2002
Bank borrowings Other notes payable   Total notes payable	$ 33,000       148 $ 33,148	$ 37,255          43 $ 37,298	$ 38,659           --  $ 38,659

Long-term Obligations

Long term obligations measures are summarized below (amounts in thousands, except percentages):

Guarantees

We have guarantee contracts in the form of irrevocable standby letters of credit. Our commercial banks issue standby letters of credit to secure our obligations to pay or perform when required to do so pursuant to the requirements of an underlying agreement or the provision of goods and services. The standby letters of credit listed below are cancelable only at the option of the beneficiary who is authorized to draw drafts on the issuing bank up to the face amount of the standby letter of credit in accordance with its terms. Since banks consider letters of credit as contingent extensions of credit, we are required to pay a fee until the standby letters of credit expire or are cancelled.

Our standby letters of credit as of June 30, 2003 are summarized in the table below (in thousands of dollars):

	Amount	Term	Maturity
Risk management requirement for   insurance claims Payment surety required by utilities Contractual reclamation/restoration   requirements	$ 17,489 5,145    3,846	One year One year One year	Renewable annually Renewable annually Renewable annually
Total standby letters of credit	$ 26,480

We follow certain significant accounting policies when preparing our consolidated financial statements. A summary of these policies is included in our latest annual report on Form 10-K. The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenues and expense, and the related disclosures of contingent assets and liabilities at the date of the financial statements. We evaluate these estimates and judgments on an ongoing basis and base our estimates on historical experience, current conditions and various other assumptions that we believe to be reasonable under the circumstances. The result of these estimates form our basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Our actual results ma y differ from these estimates.

We believe that estimates, assumptions and judgments involved in the accounting policies described in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our most recent annual report on Form 10-K have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies.

As a result of our January 1, 2003 adoption of FAS 143, we have made changes to our accounting policy for reclamation costs. We consider this revised policy as a critical accounting policy due to the significant level of estimates, assumptions and judgments and its potential significant impact on our consolidated financial statements.

Reclamation Costs

Reclamation costs resulting from the normal use of long-lived assets are recorded as incurred only if there is a legal obligation to incur these costs upon retirement of the assets. Additionally, reclamation costs resulting from the normal use under a mineral lease are recorded as incurred only if there is a legal obligation to incur these costs upon expiration of the lease. The obligation, which cannot be reduced by estimated offsetting cash flows, is recorded at fair value as a liability at the obligating event date and is accreted through charges to operating expenses. This fair value is also capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. If the obligation is settled for other than the carrying amount of the liability, a gain or loss is recognized on settlement.

In determining the fair value of the obligation, we estimate the cost for a third party to perform the legally required reclamation tasks including a reasonable profit margin. This cost is then increased for both future estimated inflation and an estimated market risk premium related to the estimated years to settlement. Once calculated, this cost is then recorded at fair value using present value techniques and a discount rate commensurate with the estimated years to settlement.

In estimating the settlement date, we evaluate the current facts and conditions to determine the most likely settlement date. If this evaluation identifies alternative estimated settlement dates, we use a weighted-average settlement date considering the probabilities of each alternative.

Reclamation obligations are reviewed at least annually for a revision to the cost or a change in the estimated settlement date. Additionally, reclamation obligations are reviewed in the period that a triggering event occurs that would either result in a revision to the cost or a change in the estimated settlement date. Examples of a triggering change in the cost would include a new reclamation law or amendment of an existing mineral lease. Examples of a triggering change in the estimated settlement date would include the acquisition of additional reserves or the closure of a facility.

We are exposed to certain market risks arising from transactions that we enter into in the normal course of business. In order to manage or reduce this market risk, we utilize derivative financial instruments. To date, we have used commodity swap and option contracts to reduce our exposure to fluctuations in prices for natural gas. The fair values of these contracts were as follows: June 30, 2003 - $5,002,000 favorable; December 31, 2002 - $3,906,000 favorable; and June 30, 2002 - $391,000 favorable. As a result of a hypothetical 10% reduction in the price of natural gas, we would experience a potential decline in the fair value of our underlying commodity swap and option contracts based on the fair value at June 30, 2003 of approximately $1,590,000.

We are exposed to interest rate risk due to our various long-term debt instruments. Because substantially all of our debt is at fixed rates, a decline in interest rates would result in an increase in the fair market value of the liability. At June 30, 2003, the estimated fair market value of our debt instruments was $984,695,000 as compared to our book value of $898,062,000. The effect of a hypothetical decline in interest rates of 1% would increase our fair market value of the liability by approximately $28,143,000.

We are exposed to certain economic risks related to the costs of our pension and other postretirement benefit plans. These economic risks include changes in the discount rate for AA-rated corporate bonds, the expected return on plan assets, the rate of compensation increase for salaried employees and the rate of increase in the per capita cost of covered health care benefits. The impact of a change in these assumptions on our annual pension and other postretirement benefits costs is discussed in our latest annual report on Form 10-K.

We maintain a system of controls and procedures to provide reasonable assurance as to the reliability of our financial statements and other disclosures included in this report, as well as to safeguard our assets from unauthorized use or disposition. We evaluated the effectiveness of the design and operation of our disclosure controls and procedures under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, within 90 days prior to the filing date of this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic Securities and Exchange Commission filings. No significant changes were made to our internal control over financial reporting or other factors that could significantly affect these controls subsequent to the date of their evaluation.

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.

Date       July 30, 2003