Donald M. James
Analyst · Bob Wetenhall, RBC
Good morning. Thank you for joining our call to discuss our results for the fourth quarter of 2011. We have posted to our website a few slides on our Profit Enhancement Plan and our planned asset sales that we announced today. These slides are also available to those of you on the webcast, and we'll be talking about those slides in a few minutes. Joining me today are Dan Sansone, our Executive Vice President and Chief Financial Officer; Danny Shepherd, our Executive Vice President for Construction Materials; John Mcpherson, our Senior Vice President for Strategy and Business Development. Before we begin, let me remind you that certain matters discussed in this conference call, as indicated on Slide 2 of our presentation, contain forward-looking statements, which are subject to risk and uncertainties. Descriptions of these risk and uncertainties are detailed in the company's SEC reports, including our most recent report on Form 10-K. First, I want to take you through some key financial highlights from the fourth quarter and full year 2011. As you saw in our press release, we had significantly improved results in the fourth quarter. Earnings from continuing operations were a loss of $0.20 per share in the fourth quarter compared to a loss of $0.36 per share in the fourth quarter of 2010. This year's results include $0.05 per share related to the organizational restructuring costs and $0.01 per share related to the unsolicited exchange offer by Martin Marietta. Excluding those charges, fourth quarter 2011 results were a loss of $0.14 per share compared to a loss of $0.36 per share in the prior quarter. Net sales for the quarter were $578 million, which is 5% increase from the fourth quarter of last year. Gross profit in the fourth quarter was $74 million, an increase of $24 million or 47% from last year's fourth quarter. Gross margin as a percent of net sales increased 360 basis points, largely due to strong results in our aggregate segment. Our aggregate segment results demonstrate the impact of our effective cost controls and operating leverage. Net sales increased $16 million or 4% from the prior year. Aggregates gross profit increased by $22 million or 37%, reflecting the strength of our operating leverage. Gross profit margins increased 500 basis points as a result of higher pricing and lower unit cost. Unit gross profit was up 34% to $2.29 per ton. Aggregates shipments increased 3% in the fourth quarter compared to the year-ago period, due mostly to increases in shipments in California and the mid-Atlantic markets. Shipments in California and the mid-Atlantic were up 40% and 19%, respectively, versus last year. These increases are due primarily to large infrastructure project work, as well as favorable weather conditions. Average freight-adjusted selling price increased by 1% in the fourth quarter due to improvements across a number of markets particularly in Florida, Tennessee, Texas and Virginia. Labor productivity and energy efficiency, which are both key operating measures for us, also improved versus the prior year's fourth quarter, helping to offset a 25% increase in the unit cost for diesel fuel. Fourth quarter earnings in Asphalt were $5 million versus $8 million last year. This year-over-year decline in earnings was due primarily to higher liquid asphalt cost. The average sales price for asphalt mix increased approximately 9%, offsetting most of the earnings effect of the 16% increase in liquid asphalt cost. Asphalt mix volume decreased 1% from the prior year's fourth quarter. The Concrete segment reported a $2 million improvement to a loss of $11 million in the fourth quarter compared to a loss of $13 million in the prior period. Volumes were flat with the prior year's fourth quarter. The average sales price increased 5%, contributing to improved unit materials margins, despite higher unit costs for us in Aggregates. Finally, Cement segment earnings in the fourth quarter were $1 million, an improvement of $2 million from the prior year due to increased volume and lower operating cost. Our EBITDA in the fourth quarter of 2011 was $97 million, excluding restructuring charges and the expenses related to the Martin Marietta exchange offer compared to $65 million in the fourth quarter of 2010. Fourth quarter SAG expenses were $8 million lower compared to the prior year, a decrease of 10%. This is a result of our cost initiatives and decreased spending on our new ERP and Shared Services platform, which I will discuss in a moment. Importantly, this $8 million decrease does not include the additional benefits from the restructuring we announced in December of 2011 and have now implemented. EBITDA for the year was $425 million, including $87 million related to gains from the sale of nonstrategic assets and the legal settlement and also, including $15 million in expenses related to restructuring and the Martin Marietta exchange offer. Our SAG expenses for the year decreased by $38 million or 11% compared to the prior year period, primarily a result of our ongoing focus on reducing cost. In 2011, our Aggregate segment maintained a high level of profitability, generating cash earnings of $4.08 per ton compared to $4.15 in 2010. All key labor and energy efficiency metrics for aggregates improved for the full year from the prior year and helped offset some of the 35% increase in the unit cost for diesel fuel. Throughout the year, we continued our disciplined approach to working capital management. As a result, our cash conversion cycle remained in line with 2010 levels despite a challenging business environment for Vulcan and its customers. As many of you know, on December 9, our board approved a plan that we had developed during the course of 2011, which consolidates our organization from 8 divisions into 4 regions and streamlines our management structure. In addition to reducing overhead costs and increasing efficiency, the new organizational structure confirms our longstanding commitment to decentralize management of sales and productions. This allows us to maintain close relationships with our customers in our local markets. I am pleased that we have substantially completed the restructuring, and along with other cost reductions carried out earlier in 2011, have now captured $55 million in run rate overhead reductions. I should note that a key factor in our ability to implement the restructuring and to do it so quickly is our new ERP and Shared Services platforms. As you know, we initiated the ERP project in November 2007 to create a common platform for all systems that support our businesses and have now completed all the major milestones for the project. The collection of systems and new processes has allowed us to make substantial reductions in SAG and will support the pursuit of increased efficiency going forward with our Profit Enhancement Plan. Turning now to Slide 4. Today, we announced a new initiative in our ongoing efforts to accelerate earnings growth and enhance our credit profile. The initiative has 2 parts: a Profit Enhancement Plan and planned asset sales. The Profit Enhancement Plan includes cost reduction and other profit enhancements to improve our run rate profitability, as measured by EBITDA, at current volumes by more than $100 million annually. We expect to achieve the full run rate by 2014. The second part of the initiative we announced today is planned asset sales. We are targeting $500 million in net proceeds from these sales. These are good assets, which should have significant value to a number of potential purchasers. These planned asset sales will be made from a larger portfolio of assets that are not central to the company's strategy as the leading aggregates producer in the fastest growing regions and urban markets in the United States. These actions will enable us to generate higher levels of earnings and cash flow, strengthen our credit profile and give our board flexibility to restore competitive dividend. Turning now to Slide 5. This shows the actions included in the Profit Enhancement Plan. These profit enhancements will be in addition to the $55 million in run rate overhead reductions already achieved, which are shown on the left of the slide and/or a logical continuation of the efforts done a year ago in early 2011. Specifically, we will drive improved profitability through leveraging Vulcan's already robust procurement practices to capture significant incremental savings in production, technology, transportation, logistics and other capital spending. Of the $100 million in Profit Enhancements, $25 million will be achieved in 2012, $75 million will be achieved in 2013 and the full $100 million will be achieved in 2014. The timing of the Profit Enhancement Plan is driven by several important catalysts. First, since initiating the project in 2007, we have invested $62 million in implementing our new Oracle-based ERP and Shared Services platforms. This investment will be substantially complete in 2012, and we are now beginning to reap the benefits of these new platforms. These platforms will help us streamline processes enterprise-wide and standardize administrative and support function while providing enhanced flexibility to monitor and control cost. Second was the completion of our restructuring, which included the consolidation of the company's management structure, which enables us to implement best practices efficiently across the organization. This initiative has been led by Danny Shepherd who was promoted to Executive Vice President of Construction Materials in January 2011; and John Mcpherson, our Senior Vice President for Strategy and Business Development, who joined us in October of 2011. John has over 15 years of experience with realigning and restructuring corporate organizations and cost structures. Danny Shepherd and John Mcpherson will lead the execution of the Profit Enhancement Plan. Importantly, we've been engaged in dialogue with our shareholders and understand their concerns over the last few years related to our balance sheet and to our overhead cost structure. Now that our new ERP and Shared Services platforms are in place and the spending on those projects is now largely behind us and now that our restructuring announced in 2011 has been accomplished, we are focused on the profit enhancement actions announced today to help us address those concerns. Slide 6 provides additional information on how we get to the $100 million of profit enhancements: $75 million is from savings we will capture by leveraging our already robust procurement process to additional areas in production, technology, transportation and logistics; $25 million is by improving the efficiency of support functions, standardizing and simplifying workflows by fully leveraging Vulcan Shared Services structure and by retiring our legacy IT systems. Together, these actions will improve our profitability at current volumes and further enhance the company's already strong operating leverage. We estimate that the $55 million of run rate overhead reduction already in place, plus the Profit Enhancement Plan, as well as our ongoing cost actions in price leadership, will enable the company to generate EBITDA equal to our historical peak levels at volumes 25% lower than the historical peak. As we mentioned earlier, our SAG expenses for the year decreased by $38 million or 11% compared to the prior year. Going forward, we expect SAG costs to be approximately $270 million for the full year 2012. Turning now to Slide 7. The second part of the initiative we announced today is planned asset sales. This slide summarizes how this planned action reinforces our strategic focus. We will be selling assets that are not core to our strategy as the leading aggregates producer in the fastest growing regions and urban markets in the U.S. The assets we expect to be divesting will be selected from among our ready-mix concrete and cement operations, which will increase our focus on our core Aggregates business and reduce our exposure to lower margin downstream market -- downstream products in some markets. It will also come from our surplus real estate parcels, allowing us to unlock the value of excess land in our portfolio. And also from certain aggregate assets that generate lower returns, allowing us to maintain our focus on higher growth markets. Again, these are valuable assets that are not central to our strategy. We expect the divestitures will provide net proceeds of approximately $500 million. We will use the proceeds to reduce debt, improving our overall credit profile. We will focus on optimizing the value of these assets as a disciplined seller in a disciplined process by divesting these assets over the next 12 to 18 months. Importantly, these actions will also enhance our longer-term earnings growth profile, margins and return on capital employed. We have a long history of continuously attempting to improve our product and geographic portfolio of assets and pursuing our strategy of being a leading aggregates producer in the higher growth markets in the U.S. In pursuit of this strategy, in 2011, we sold 4 quarries in northern Indiana. We divested ready-mix assets in Arizona and New Mexico and completed a swap transaction that enabled us to redeploy capital to more attractive businesses and markets. We also continued the sale of surplus real estate in California and other regions. Moving on to our outlook for 2012. Slide 8 presents our objectives. In Aggregates, we expect price growth of 2% to 4% and same-store volume growth of 2% to 3%. We expect SAG costs, as I said, to be approximately $270 million for the full year in 2012. Finally, we expect 2012 EBITDA of approximately $500 million, including $25 million from the Profit Enhancement Plan and including impacts from the planned asset sales and the unsolicited exchange offer. We expect our full year segment earnings for each product line to improve in 2012. In Aggregates, the modest increase in volume and in freight-adjusted selling pricing should help improve earnings during the year. In terms of Asphalt earnings, we expect an increase as a result of higher pricing and modest growth in volumes. Ready-mix concrete pricing should also continue to improve, and we expect shipments to be roughly flat with last year. We also expect Cement earnings to approach breakeven levels in 2012. We also expect energy costs, specifically diesel fuel and liquid asphalt, to approximate the full year levels of 2011. As you know, we have a long record of paying competitive dividends. The actions announced today will provide our Board of Directors with flexibility to restore competitive dividends. Finally, capital spending in 2012 should be approximately $100 million. Now just briefly, I want to share our perspectives on the market. Overall, we think it's prudent to take a conservative view of the market given the gradual pace of recovery so far. That being said, we are encouraged with recent developments on a number of fronts. We have seen a rising level of support in Washington for meaningful legislation to address the nation's crumbling infrastructure as President Obama described the situation in his State of the Union address. The President singled out the vital importance of rebuilding our infrastructure as a way to grow the economy and restore jobs. The President's budget proposal, released Monday, calls for a 6-year transportation infrastructure investment of $476 billion, with $305 billion of that amount for the federal highway program and an additional $50 billion investment in FY '12 to inject funds in the transportation programs now. The President is also continuing to call on Congress to pass a new multiyear transportation bill. Such bills have tended to pass when presidents are strong advocates and when congressional leadership rolls up its sleeves and gets to work. That is what is happening now in Congress where we have seen a number of positive developments over the last year. The 6-month highway funding extension signed in September 2011 include annualized contract authority essentially in line with the 2011 funding level. Notably, leaders in Congress from both parties have ended up working together over the last year to maintain highway funding at or very near current levels at a time of dramatic proposed cuts in many other areas of the federal budget. The first appropriation bills for FY '12, which Congress passed in November of '11, included FY '12 appropriations for highways at $41 billion, essentially even with the last 2 fiscal year funding levels, underscoring the agreement reached by both House and Senate, Republican and Democratic leadership that the highway funding for the new fiscal year would not be reduced. This is quite a change from early and mid-2011 when some House Republicans were aggressively advocating cuts of up to 35% to the federal highway program. I am proud of the leading role our company has played in helping bring about this change, holding personal meetings with Republican leadership and key conservatives in Congress throughout the spring and summer, demonstrating the devastating impacts on the economy of their states as such cuts were implemented and testifying for the Senate Environmental and Public Works Committee and in meeting altogether with more than 200 members of Congress and staff over the year. In addition, our employees have made more than 6,000 grassroots contacts with members of the Congress during the year, emphasizing the importance of maintaining current highway funding levels while Congress work toward ultimate passage of a new multiyear bill. Both Senate and House leaders made it clear in the fall of 2011 that they intended to move a highway bill in 2012. This week, both Chambers of Congress began debating their surface transportation bills on the floor of the House and the Senate and are set for continuing work on their respective bills following the President's Day recess next week. As I'm sure you noted, the Senate bill was reported out of the Environmental and Public Works Committee in a bipartisan 18 to 0 vote. Last Thursday, the Senate voted 85 to 11 to proceed with consideration of the Senate surface transportation bill. And as I said, it is on the floor of the Senate even as we speak. This is real progress. Even if the 2 chambers do not vote pass and then successfully conference a highway bill before the expiration of the current extension, we have seen more progress in the last 6 months than at any time since the expiration of the SAFETEA-LU in 2009 and the stage is set for ultimate passage of a bill. In the meantime, Congress has created a clear path to level consistent funding with its 2012 appropriation for federal highways. Moving now to private construction. While overall private construction has remained at historically low levels, there are some indications of improvement in certain categories. In residential construction, single-family housing starts remain at historically low levels. Multifamily starts, on the other hand, have increased sharply throughout 2011. Private nonresidential construction has also remained at low levels. However, trailing 12-month contract awards are up across the U.S. for the fourth quarter in a row. The growth in contract awards in the manufacturing sector has remained strong since late last year and awards for new projects in the categories of retail and office buildings have increased modestly for the third consecutive quarter. While the recent growth in contract awards is encouraging, we believe employment growth, as well as an increase in business investment and lending activity, is necessary to sustain a recovery in nonresidential construction activity. Finally, I wanted to take a moment to briefly discuss Martin Marietta's unsolicited exchange offer. As you know, on December 12, Martin Marietta commenced an unsolicited exchange offer to acquire all outstanding common shares of our company at a fixed exchange ratio of 0.5 shares of Martin Marietta common stock for each share of Vulcan common stock. After a very thorough and careful review, and in consultation with our independent financial and legal advisors, our Board of Directors unanimously determined that the Martin Marietta exchange offer is inadequate and not in the best interest of our company and our shareholders. Among the reasons our board rejected this offer are that it substantially undervalues Vulcan. It fails to compensate Vulcan shareholders for our stronger operating leverage and our asset portfolio, and it would not enhance shareholder value. In fact, we believe that Vulcan shareholders have more upside on a standalone basis. Since making its offer, Martin Marietta has not provided any new information to change our view. Accordingly, we continue to recommend that shareholders not tender any shares to Martin Marietta. We remain focused on accelerating our profit growth by further improving our operating leverage, reducing overhead cost, strengthening our credit profile, all of which will allow our board to restore a meaningful dividend. Our leadership team is stronger and more focused than ever and committed to creating value for our shareholders. I know there will be some questions on the Martin Marietta offer, but we hope that you focus on our improved overall results, our outlook for 2012 and the exciting new initiatives we announced today, which is our primary focus. With that, I will now turn it over to the operator to begin Q&A.