UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.DC 20549
FORM 10-Q
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended SeptemberJune 30, 20212022
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 Number: 1-12744
MARTIN MARIETTA MATERIALS, INC.
(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)Charter)
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North Carolina | 56-1848578 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification |
4123 Parklake Avenue, Raleigh, NC | 27612 |
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(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 919-781-4550(919) 781-4550
(Former name, former address and former fiscal year, if changes since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of | Trading
| Name of each exchange on | ||
Common Stock (Par Value $0.01) |
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| NYSE |
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☑☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes☑☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||
Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the SecuritiesExchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑☒
Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.
Class |
| Outstanding as of |
Common Stock, $0.01 par value |
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MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended SeptemberJune 30, 20212022
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Part I. Financial Information: |
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Consolidated Balance Sheets – |
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| 8 | |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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Part II. Other Information: |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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Page 2 of 5453
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
(UNAUDITED) CONSOLIDATED BALANCE SHEETS
|
| September 30, |
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| December 31, |
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| June 30, |
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| December 31, |
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| 2021 |
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| 2020 |
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| 2022 |
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| 2021 |
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| (Dollars in Millions, Except Par Value Data) |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
| $ | 2,381.4 |
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| $ | 207.3 |
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| $ | 772.1 |
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| $ | 258.4 |
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Restricted cash |
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| 1.7 |
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| 97.1 |
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| 0 |
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| 0.5 |
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Accounts receivable, net |
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| 801.9 |
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| 575.1 |
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| 1,026.6 |
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| 774.0 |
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Inventories, net |
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| 717.5 |
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| 709.0 |
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| 835.2 |
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| 752.6 |
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Current assets held for sale |
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| 57.5 |
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| 102.2 |
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Other current assets |
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| 98.2 |
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| 79.8 |
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| 68.9 |
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| 137.9 |
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Total Current Assets |
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| 4,000.7 |
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| 1,668.3 |
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| 2,760.3 |
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| 2,025.6 |
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Property, plant and equipment |
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| 9,536.9 |
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| 8,955.0 |
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| 10,311.5 |
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| 10,370.0 |
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Allowances for depreciation, depletion and amortization |
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| (3,926.4 | ) |
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| (3,712.7 | ) |
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| (4,147.2 | ) |
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| (4,032.0 | ) |
Net property, plant and equipment |
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| 5,610.5 |
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| 5,242.3 |
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| 6,164.3 |
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| 6,338.0 |
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Goodwill |
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| 2,610.6 |
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| 2,414.0 |
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| 3,400.5 |
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| 3,494.4 |
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Other intangibles, net |
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| 787.2 |
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| 508.0 |
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| 1,043.6 |
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| 1,065.0 |
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Operating lease right-of-use assets, net |
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| 417.8 |
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| 453.0 |
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| 402.3 |
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| 426.7 |
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Noncurrent assets held for sale |
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| 388.2 |
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| 616.9 |
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Other noncurrent assets |
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| 359.4 |
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| 295.2 |
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| 383.6 |
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| 426.4 |
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Total Assets |
| $ | 13,786.2 |
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| $ | 10,580.8 |
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| $ | 14,542.8 |
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| $ | 14,393.0 |
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LIABILITIES AND EQUITY |
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Current Liabilities: |
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Accounts payable |
| $ | 249.3 |
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| $ | 207.8 |
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| $ | 359.7 |
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| $ | 356.2 |
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Accrued salaries, benefits and payroll taxes |
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| 65.5 |
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| 82.6 |
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| 57.7 |
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| 86.6 |
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Accrued other taxes |
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| 59.4 |
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| 45.4 |
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| 106.5 |
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| 58.4 |
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Current maturities of long-term debt and short-term facilities |
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| 20.1 |
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Accrued interest |
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| 46.1 |
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| 18.3 |
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| 42.8 |
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| 48.0 |
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Operating lease liabilities |
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| 47.3 |
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| 48.6 |
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| 54.4 |
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| 53.9 |
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Current liabilities held for sale |
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| 5.2 |
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| 7.5 |
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Other current liabilities |
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| 113.5 |
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| 96.6 |
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| 135.1 |
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| 142.0 |
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Total Current Liabilities |
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| 601.2 |
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| 499.3 |
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| 761.4 |
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| 752.6 |
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Long-term debt |
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| 5,099.4 |
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| 2,625.8 |
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| 5,044.3 |
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| 5,100.8 |
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Deferred income taxes, net |
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| 809.3 |
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| 781.5 |
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| 852.8 |
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| 895.3 |
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Noncurrent operating lease liabilities |
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| 375.9 |
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| 410.4 |
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| 356.3 |
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| 379.4 |
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Noncurrent liabilities held for sale |
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| 29.1 |
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| 53.5 |
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Other noncurrent liabilities |
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| 542.2 |
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| 370.5 |
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| 726.8 |
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| 673.8 |
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Total Liabilities |
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| 7,428.0 |
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| 4,687.5 |
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| 7,770.7 |
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| 7,855.4 |
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Equity: |
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Common stock, par value $0.01 per share (62.4 and 62.3 shares outstanding at September 30, 2021 and December 31, 2020, respectively) |
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| 0.6 |
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| 0.6 |
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Preferred stock, par value $0.01 per share |
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Common stock, par value $0.01 per share (62.4 shares |
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| 0.6 |
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| 0.6 |
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Preferred stock, par value $0.01 per share |
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| 0 |
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| 0 |
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Additional paid-in capital |
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| 3,463.3 |
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| 3,440.8 |
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| 3,474.4 |
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| 3,470.4 |
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Accumulated other comprehensive loss |
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| (151.4 | ) |
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| (158.4 | ) |
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| (128.1 | ) |
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| (97.6 | ) |
Retained earnings |
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| 3,043.4 |
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| 2,607.7 |
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| 3,423.1 |
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| 3,161.9 |
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Total Shareholders' Equity |
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| 6,355.9 |
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| 5,890.7 |
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| 6,770.0 |
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| 6,535.3 |
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Noncontrolling interests |
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| 2.3 |
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| 2.6 |
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| 2.1 |
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| 2.3 |
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Total Equity |
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| 6,358.2 |
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| 5,893.3 |
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| 6,772.1 |
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| 6,537.6 |
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Total Liabilities and Equity |
| $ | 13,786.2 |
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| $ | 10,580.8 |
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| $ | 14,542.8 |
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| $ | 14,393.0 |
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See accompanying notes to the consolidated financial statements.
Page 3 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
(UNAUDITED) CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS
|
| Three Months Ended |
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| Nine Months Ended |
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| Three Months Ended |
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| Six Months Ended |
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| September 30, |
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| September 30, |
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| June 30, |
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| June 30, |
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| 2021 |
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| 2020 |
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| 2021 |
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| 2022 |
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| 2021 |
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| 2022 |
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| 2021 |
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| (In Millions, Except Per Share Data) |
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Products and services revenues |
| $ | 1,462.7 |
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| $ | 1,240.7 |
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| $ | 3,679.9 |
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| $ | 3,321.2 |
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| $ | 1,523.8 |
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| $ | 1,295.3 |
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| $ | 2,671.6 |
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| $ | 2,217.2 |
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Freight revenues |
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| 94.6 |
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| 80.7 |
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| 237.7 |
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| 229.1 |
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| 117.9 |
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| 82.6 |
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| 200.9 |
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| 143.1 |
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Total Revenues |
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| 1,557.3 |
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| 1,321.4 |
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| 3,917.6 |
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| 3,550.3 |
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| 1,641.7 |
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| 1,377.9 |
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| 2,872.5 |
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| 2,360.3 |
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Cost of revenues - products and services |
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| 1,021.0 |
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| 836.1 |
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| 2,676.9 |
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| 2,390.9 |
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| 1,095.6 |
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| 910.0 |
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| 2,087.5 |
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| 1,656.0 |
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Cost of revenues - freight |
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| 94.4 |
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| 80.8 |
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| 239.0 |
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| 232.0 |
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| 120.9 |
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| 82.8 |
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| 203.7 |
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| 144.5 |
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Total Cost of Revenues |
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| 1,115.4 |
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| 916.9 |
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| 2,915.9 |
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| 2,622.9 |
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| 1,216.5 |
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| 992.8 |
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| 2,291.2 |
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| 1,800.5 |
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Gross Profit |
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| 441.9 |
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| 404.5 |
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| 1,001.7 |
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| 927.4 |
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| 425.2 |
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| 385.1 |
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| 581.3 |
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| 559.8 |
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Selling, general & administrative expenses |
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| 86.0 |
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| 71.1 |
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| 248.2 |
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| 221.0 |
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| 104.1 |
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| 82.4 |
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| 201.2 |
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| 162.2 |
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Acquisition-related expenses |
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| 7.4 |
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| 0.4 |
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| 18.0 |
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| 1.2 |
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Acquisition and integration expenses |
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| 2.9 |
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| 9.3 |
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| 4.3 |
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| 10.6 |
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Other operating income, net |
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| (8.4 | ) |
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| (67.6 | ) |
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| (28.2 | ) |
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| (59.6 | ) |
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| (160.4 | ) |
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| (14.1 | ) |
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| (162.6 | ) |
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| (19.8 | ) |
Earnings from Operations |
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| 356.9 |
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| 400.6 |
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| 763.7 |
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| 764.8 |
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| 478.6 |
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| 307.5 |
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| 538.4 |
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| 406.8 |
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Interest expense |
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| 44.3 |
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| 28.7 |
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| 99.9 |
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| 89.7 |
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| 43.1 |
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| 28.1 |
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| 83.6 |
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| 55.6 |
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Other nonoperating income, net |
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| (5.6 | ) |
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| (4.0 | ) |
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| (23.8 | ) |
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| (5.9 | ) |
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| (22.0 | ) |
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| (8.7 | ) |
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| (32.9 | ) |
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| (18.2 | ) |
Earnings before income tax expense |
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| 318.2 |
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| 375.9 |
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| 687.6 |
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| 681.0 |
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Earnings from continuing operations before income tax expense |
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| 457.5 |
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| 288.1 |
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| 487.7 |
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| 369.4 |
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Income tax expense |
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| 63.6 |
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| 81.5 |
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| 141.7 |
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| 143.0 |
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| 104.4 |
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| 62.3 |
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| 110.2 |
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| 78.1 |
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Earnings from continuing operations |
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| 353.1 |
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| 225.8 |
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| 377.5 |
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| 291.3 |
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Earnings from discontinued operations, net of income tax expense |
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| 13.3 |
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| 0 |
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| 10.2 |
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| 0 |
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Consolidated net earnings |
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| 254.6 |
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| 294.4 |
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| 545.9 |
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| 538.0 |
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| 366.4 |
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| 225.8 |
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| 387.7 |
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| 291.3 |
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Less: Net earnings attributable to noncontrolling interests |
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| — |
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| 0.2 |
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Less: Net (loss) earnings attributable to noncontrolling interests |
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| (0.1 | ) |
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| 0 |
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| (0.2 | ) |
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| 0.2 |
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Net Earnings Attributable to Martin Marietta Materials, Inc. |
| $ | 254.6 |
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| $ | 294.4 |
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| $ | 545.7 |
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| $ | 538.0 |
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| $ | 366.5 |
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| $ | 225.8 |
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| $ | 387.9 |
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| $ | 291.1 |
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Consolidated Comprehensive Earnings: |
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Consolidated Comprehensive Earnings (Loss): |
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Earnings attributable to Martin Marietta Materials, Inc. |
| $ | 256.2 |
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| $ | 298.0 |
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| $ | 552.7 |
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| $ | 545.2 |
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| $ | 367.7 |
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| $ | 228.4 |
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| $ | 357.4 |
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| $ | 296.5 |
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Earnings attributable to noncontrolling interests |
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| — |
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| — |
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| 0.2 |
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| — |
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(Loss) Earnings attributable to noncontrolling interests |
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| (0.1 | ) |
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| 0 |
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| (0.2 | ) |
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| 0.2 |
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| $ | 256.2 |
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| $ | 298.0 |
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| $ | 552.9 |
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| $ | 545.2 |
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| $ | 367.6 |
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| $ | 228.4 |
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| $ | 357.2 |
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| $ | 296.7 |
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Net Earnings Attributable to Martin Marietta Materials, Inc. |
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Per Common Share: |
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Basic attributable to common shareholders |
| $ | 4.08 |
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| $ | 4.72 |
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| $ | 8.74 |
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| $ | 8.63 |
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Diluted attributable to common shareholders |
| $ | 4.07 |
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| $ | 4.71 |
|
| $ | 8.72 |
|
| $ | 8.61 |
| ||||||||||||||||
Basic from continuing operations attributable to common |
| $ | 5.66 |
|
| $ | 3.62 |
|
| $ | 6.06 |
|
| $ | 4.66 |
| ||||||||||||||||
Basic from discontinued operations attributable to |
|
| 0.21 |
|
|
| 0 |
|
|
| 0.16 |
|
| $ | 0 |
| ||||||||||||||||
|
| $ | 5.87 |
|
| $ | 3.62 |
|
| $ | 6.22 |
|
| $ | 4.66 |
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Diluted from continuing operations attributable to common |
| $ | 5.65 |
|
| $ | 3.61 |
|
| $ | 6.04 |
|
| $ | 4.65 |
| ||||||||||||||||
Diluted from discontinued operations attributable to |
|
| 0.21 |
|
|
| 0 |
|
|
| 0.16 |
|
| $ | 0 |
| ||||||||||||||||
|
| $ | 5.86 |
|
| $ | 3.61 |
|
| $ | 6.20 |
|
| $ | 4.65 |
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted-Average Common Shares Outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic |
|
| 62.4 |
|
|
| 62.3 |
|
|
| 62.4 |
|
|
| 62.3 |
|
|
| 62.4 |
|
|
| 62.4 |
|
|
| 62.4 |
|
|
| 62.4 |
|
Diluted |
|
| 62.6 |
|
|
| 62.4 |
|
|
| 62.6 |
|
|
| 62.4 |
|
|
| 62.5 |
|
|
| 62.5 |
|
|
| 62.6 |
|
|
| 62.5 |
|
See accompanying notes to the consolidated financial statements.
Page 4 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
(UNAUDITED) CONSOLIDATED STATEMENTS OF CASH FLOWS
|
| Nine Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| September 30, |
|
| June 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2022 |
|
| 2021 |
| ||||
|
| (Dollars in Millions) |
|
| (Dollars in Millions) |
| ||||||||||
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Consolidated net earnings |
| $ | 545.9 |
|
| $ | 538.0 |
|
| $ | 387.7 |
|
| $ | 291.3 |
|
Adjustments to reconcile consolidated net earnings to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Depreciation, depletion and amortization |
|
| 320.0 |
|
|
| 292.2 |
|
|
| 256.6 |
|
|
| 206.5 |
|
Stock-based compensation expense |
|
| 33.0 |
|
|
| 22.4 |
|
|
| 24.5 |
|
|
| 20.8 |
|
Gain on divestitures and sales of assets |
|
| (26.6 | ) |
|
| (71.2 | ) | ||||||||
Deferred income taxes |
|
| 25.7 |
|
|
| 24.8 |
| ||||||||
Gain on divestitures, sales of assets and extinguishment of debt |
|
| (173.9 | ) |
|
| (19.2 | ) | ||||||||
Deferred income taxes, net |
|
| (32.7 | ) |
|
| 3.4 |
| ||||||||
Other items, net |
|
| (8.3 | ) |
|
| 0.8 |
|
|
| (3.4 | ) |
|
| (7.3 | ) |
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Accounts receivable, net |
|
| (218.0 | ) |
|
| (104.5 | ) |
|
| (252.6 | ) |
|
| (137.8 | ) |
Inventories, net |
|
| 65.1 |
|
|
| (22.6 | ) |
|
| (79.5 | ) |
|
| 36.9 |
|
Accounts payable |
|
| 66.9 |
|
|
| (0.8 | ) |
|
| 68.5 |
|
|
| 54.7 |
|
Other assets and liabilities, net |
|
| (23.4 | ) |
|
| 4.9 |
|
|
| 91.0 |
|
|
| (8.1 | ) |
Net Cash Provided by Operating Activities |
|
| 780.3 |
|
|
| 684.0 |
|
|
| 286.2 |
|
|
| 441.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Additions to property, plant and equipment |
|
| (321.3 | ) |
|
| (250.8 | ) |
|
| (220.7 | ) |
|
| (213.0 | ) |
Acquisitions, net of cash acquired |
|
| (792.9 | ) |
|
| (64.0 | ) |
|
| 11.0 |
|
|
| (653.2 | ) |
Proceeds from divestitures and sales of assets |
|
| 41.4 |
|
|
| 141.2 |
|
|
| 644.4 |
|
|
| 31.9 |
|
Investments in life insurance contracts, net |
|
| 13.9 |
|
|
| (12.7 | ) |
|
| 1.8 |
|
|
| 11.2 |
|
Other investing activities, net |
|
| — |
|
|
| (5.4 | ) |
|
| (3.0 | ) |
|
| — |
|
Net Cash Used for Investing Activities |
|
| (1,058.9 | ) |
|
| (191.7 | ) | ||||||||
Net Cash Provided by (Used for) Investing Activities |
|
| 433.5 |
|
|
| (823.1 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Borrowings of debt |
|
| 2,896.6 |
|
|
| 628.1 |
|
|
| 0 |
|
|
| 400.0 |
|
Repayments of debt |
|
| (400.0 | ) |
|
| (777.0 | ) |
|
| (47.7 | ) |
|
| (160.0 | ) |
Payments on financing leases |
|
| (7.6 | ) |
|
| (2.3 | ) | ||||||||
Payments on finance lease obligations |
|
| (7.3 | ) |
|
| (4.3 | ) | ||||||||
Debt issuance costs |
|
| (6.1 | ) |
|
| (2.0 | ) |
|
| 0 |
|
|
| (0.3 | ) |
Distributions to owners of noncontrolling interest |
|
| (0.5 | ) |
|
| — |
|
|
| 0 |
|
|
| (0.5 | ) |
Repurchases of common stock |
|
| — |
|
|
| (50.0 | ) |
|
| (50.0 | ) |
|
| 0 |
|
Dividends paid |
|
| (109.7 | ) |
|
| (104.8 | ) |
|
| (77.0 | ) |
|
| (71.8 | ) |
Proceeds from exercise of stock options |
|
| 1.1 |
|
|
| 1.4 |
|
|
| 0.6 |
|
|
| 0.8 |
|
Shares withheld for employees' income tax obligations |
|
| (16.5 | ) |
|
| (13.0 | ) |
|
| (25.1 | ) |
|
| (16.1 | ) |
Net Cash Provided by (Used for) Financing Activities |
|
| 2,357.3 |
|
|
| (319.6 | ) | ||||||||
Net Increase in Cash, Cash Equivalents and Restricted Cash |
|
| 2,078.7 |
|
|
| 172.7 |
| ||||||||
Net Cash (Used for) Provided by Financing Activities |
|
| (206.5 | ) |
|
| 147.8 |
| ||||||||
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash |
|
| 513.2 |
|
|
| (234.1 | ) | ||||||||
Cash, Cash Equivalents and Restricted Cash, beginning of period |
|
| 304.4 |
|
|
| 21.0 |
|
|
| 258.9 |
|
|
| 304.4 |
|
Cash, Cash Equivalents and Restricted Cash, end of period |
| $ | 2,383.1 |
|
| $ | 193.7 |
|
| $ | 772.1 |
|
| $ | 70.3 |
|
See accompanying notes to the consolidated financial statements.
Page 5 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
(UNAUDITED) CONSOLIDATED STATEMENTS OF TOTAL EQUITY
(In Millions, Except Per Share Data) |
| Shares of Common Stock |
|
| Common Stock |
|
| Additional Paid-in Capital |
|
| Accumulated Other Comprehensive Loss |
|
| Retained Earnings |
|
| Total Shareholders' Equity |
|
| Noncontrolling Interests |
|
| Total Equity |
|
| Shares of Common Stock |
|
| Common Stock |
|
| Additional Paid-in Capital |
|
| Accumulated |
|
| Retained Earnings |
|
| Total Shareholders' Equity |
|
| Noncontrolling Interests |
|
| Total Equity |
| ||||||||||||||||
Balance at June 30, 2021 |
|
| 62.4 |
|
| $ | 0.6 |
|
| $ | 3,451.1 |
|
| $ | (153.0 | ) |
| $ | 2,827.2 |
|
| $ | 6,125.9 |
|
| $ | 2.3 |
|
| $ | 6,128.2 |
| ||||||||||||||||||||||||||||||||
Consolidated net earnings |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 254.6 |
|
|
| 254.6 |
|
|
| — |
|
|
| 254.6 |
| ||||||||||||||||||||||||||||||||
Balance at March 31, 2022 |
|
| 62.4 |
|
| $ | 0.6 |
|
| $ | 3,462.6 |
|
| $ | (129.3 | ) |
| $ | 3,094.9 |
|
| $ | 6,428.8 |
|
| $ | 2.2 |
|
| $ | 6,431.0 |
| ||||||||||||||||||||||||||||||||
Consolidated net earnings (loss) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 366.5 |
|
|
| 366.5 |
|
|
| (0.1 | ) |
|
| 366.4 |
| ||||||||||||||||||||||||||||||||
Other comprehensive earnings, net of tax |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1.6 |
|
|
|
|
|
|
| 1.6 |
|
|
| — |
|
|
| 1.6 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1.2 |
|
|
| — |
|
|
| 1.2 |
|
|
| — |
|
|
| 1.2 |
|
Dividends declared ($0.61 per share) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (38.4 | ) |
|
| (38.4 | ) |
|
| — |
|
|
| (38.4 | ) | ||||||||||||||||||||||||||||||||
Dividends declared ($0.61 per share) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (38.3 | ) |
|
| (38.3 | ) |
|
| — |
|
|
| (38.3 | ) | ||||||||||||||||||||||||||||||||
Issuances of common stock for stock award plans |
|
| — |
|
|
| — |
|
|
| 0.4 |
|
|
| — |
|
|
| — |
|
|
| 0.4 |
|
|
| — |
|
|
| 0.4 |
|
|
| — |
|
|
| — |
|
|
| 0.1 |
|
|
| — |
|
|
| — |
|
|
| 0.1 |
|
|
| — |
|
|
| 0.1 |
|
Shares withheld for employees' income tax obligations |
|
| — |
|
|
| — |
|
|
| (0.4 | ) |
|
| — |
|
|
| — |
|
|
| (0.4 | ) |
|
| — |
|
|
| (0.4 | ) |
|
| — |
|
|
| — |
|
|
| (0.7 | ) |
|
| — |
|
|
| — |
|
|
| (0.7 | ) |
|
| — |
|
|
| (0.7 | ) |
Stock-based compensation expense |
|
| — |
|
|
| — |
|
|
| 12.2 |
|
|
| — |
|
|
| — |
|
|
| 12.2 |
|
|
| — |
|
|
| 12.2 |
|
|
| — |
|
|
| — |
|
|
| 12.4 |
|
|
| — |
|
|
| — |
|
|
| 12.4 |
|
|
| — |
|
|
| 12.4 |
|
Balance at September 30, 2021 |
|
| 62.4 |
|
| $ | 0.6 |
|
| $ | 3,463.3 |
|
| $ | (151.4 | ) |
| $ | 3,043.4 |
|
| $ | 6,355.9 |
|
| $ | 2.3 |
|
| $ | 6,358.2 |
| ||||||||||||||||||||||||||||||||
Balance at June 30, 2022 |
|
| 62.4 |
|
| $ | 0.6 |
|
| $ | 3,474.4 |
|
| $ | (128.1 | ) |
| $ | 3,423.1 |
|
| $ | 6,770.0 |
|
| $ | 2.1 |
|
| $ | 6,772.1 |
| ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Balance at December 31, 2020 |
|
| 62.3 |
|
| $ | 0.6 |
|
| $ | 3,440.8 |
|
| $ | (158.4 | ) |
| $ | 2,607.7 |
|
| $ | 5,890.7 |
|
| $ | 2.6 |
|
| $ | 5,893.3 |
| ||||||||||||||||||||||||||||||||
Consolidated net earnings |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 545.7 |
|
|
| 545.7 |
|
|
| 0.2 |
|
|
| 545.9 |
| ||||||||||||||||||||||||||||||||
Other comprehensive earnings, net of tax |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 7.0 |
|
|
| — |
|
|
| 7.0 |
|
|
| — |
|
|
| 7.0 |
| ||||||||||||||||||||||||||||||||
Dividends declared ($1.75 per share) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (110.0 | ) |
|
| (110.0 | ) |
|
| — |
|
|
| (110.0 | ) | ||||||||||||||||||||||||||||||||
Balance at December 31, 2021 |
|
| 62.4 |
|
| $ | 0.6 |
|
| $ | 3,470.4 |
|
| $ | (97.6 | ) |
| $ | 3,161.9 |
|
| $ | 6,535.3 |
|
| $ | 2.3 |
|
| $ | 6,537.6 |
| ||||||||||||||||||||||||||||||||
Consolidated net earnings (loss) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 387.9 |
|
|
| 387.9 |
|
|
| (0.2 | ) |
|
| 387.7 |
| ||||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (30.5 | ) |
|
| — |
|
|
| (30.5 | ) |
|
| — |
|
|
| (30.5 | ) | ||||||||||||||||||||||||||||||||
Dividends declared ($1.22 per share) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (76.7 | ) |
|
| (76.7 | ) |
|
| — |
|
|
| (76.7 | ) | ||||||||||||||||||||||||||||||||
Issuances of common stock for stock award plans |
|
| 0.1 |
|
|
| — |
|
|
| 6.0 |
|
|
| — |
|
|
| — |
|
|
| 6.0 |
|
|
| — |
|
|
| 6.0 |
|
|
| — |
|
|
| — |
|
|
| 4.6 |
|
|
| — |
|
|
| — |
|
|
| 4.6 |
|
|
| — |
|
|
| 4.6 |
|
Shares withheld for employees' income tax obligations |
|
| — |
|
|
| — |
|
|
| (16.5 | ) |
|
| — |
|
|
| — |
|
|
| (16.5 | ) |
|
| — |
|
|
| (16.5 | ) |
|
| — |
|
|
| — |
|
|
| (25.1 | ) |
|
| — |
|
|
| — |
|
|
| (25.1 | ) |
|
| — |
|
|
| (25.1 | ) |
Repurchases of common stock |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (50.0 | ) |
|
| (50.0 | ) |
|
| — |
|
|
| (50.0 | ) | ||||||||||||||||||||||||||||||||
Stock-based compensation expense |
|
| — |
|
|
| — |
|
|
| 33.0 |
|
|
| — |
|
|
| — |
|
|
| 33.0 |
|
|
| — |
|
|
| 33.0 |
|
|
| — |
|
|
| — |
|
|
| 24.5 |
|
|
| — |
|
|
|
|
|
| 24.5 |
|
|
|
|
|
| 24.5 |
| ||
Distributions to owners of noncontrolling interest |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (0.5 | ) |
|
| (0.5 | ) | ||||||||||||||||||||||||||||||||
Balance at September 30, 2021 |
|
| 62.4 |
|
| $ | 0.6 |
|
| $ | 3,463.3 |
|
| $ | (151.4 | ) |
| $ | 3,043.4 |
|
| $ | 6,355.9 |
|
| $ | 2.3 |
|
| $ | 6,358.2 |
| ||||||||||||||||||||||||||||||||
Balance at June 30, 2022 |
|
| 62.4 |
|
| $ | 0.6 |
|
| $ | 3,474.4 |
|
| $ | (128.1 | ) |
| $ | 3,423.1 |
|
| $ | 6,770.0 |
|
| $ | 2.1 |
|
| $ | 6,772.1 |
|
See accompanying notes to the consolidated financial statements.
Page 6 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
(UNAUDITED) CONSOLIDATED STATEMENTS OF TOTAL EQUITY (Continued)
(In Millions, Except Per Share Data) |
| Shares of Common Stock |
|
| Common Stock |
|
| Additional Paid-in Capital |
|
| Accumulated Other Comprehensive Loss |
|
| Retained Earnings |
|
| Total Shareholders' Equity |
|
| Noncontrolling Interests |
|
| Total Equity |
|
| Shares of Common Stock |
|
| Common Stock |
|
| Additional Paid-in Capital |
|
| Accumulated |
|
| Retained Earnings |
|
| Total Shareholders' Equity |
|
| Noncontrolling Interests |
|
| Total Equity |
| ||||||||||||||||
Balance at June 30, 2020 |
|
| 62.3 |
|
| $ | 0.6 |
|
| $ | 3,431.0 |
|
| $ | (142.2 | ) |
| $ | 2,201.7 |
|
| $ | 5,491.1 |
|
| $ | 2.5 |
|
| $ | 5,493.6 |
| ||||||||||||||||||||||||||||||||
Balance at March 31, 2021 |
|
| 62.4 |
|
| $ | 0.6 |
|
| $ | 3,441.7 |
|
| $ | (155.6 | ) |
| $ | 2,637.2 |
|
| $ | 5,923.9 |
|
| $ | 2.8 |
|
| $ | 5,926.7 |
| ||||||||||||||||||||||||||||||||
Consolidated net earnings |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 294.4 |
|
|
| 294.4 |
|
|
| — |
|
|
| 294.4 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 225.8 |
|
|
| 225.8 |
|
|
| — |
|
|
| 225.8 |
|
Other comprehensive earnings, net of tax |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3.6 |
|
|
| — |
|
|
| 3.6 |
|
|
| — |
|
|
| 3.6 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2.6 |
|
|
| — |
|
|
| 2.6 |
|
|
| — |
|
|
| 2.6 |
|
Dividends declared ($0.57 per share) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (35.6 | ) |
|
| (35.6 | ) |
|
| — |
|
|
| (35.6 | ) | ||||||||||||||||||||||||||||||||
Dividends declared ($0.57 per share) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (35.8 | ) |
|
| (35.8 | ) |
|
| — |
|
|
| (35.8 | ) | ||||||||||||||||||||||||||||||||
Issuances of common stock for stock award plans |
|
| — |
|
|
| — |
|
|
| 0.2 |
|
|
| — |
|
|
| — |
|
|
| 0.2 |
|
|
| — |
|
|
| 0.2 |
|
|
| — |
|
|
| — |
|
|
| 0.1 |
|
|
| — |
|
|
| — |
|
|
| 0.1 |
|
|
| — |
|
|
| 0.1 |
|
Shares withheld for employees' |
|
| — |
|
|
| — |
|
|
| (0.6 | ) |
|
| — |
|
|
| — |
|
|
| (0.6 | ) |
|
| — |
|
|
| (0.6 | ) | ||||||||||||||||||||||||||||||||
Stock-based compensation expense |
|
| — |
|
|
| — |
|
|
| 2.7 |
|
|
| — |
|
|
| — |
|
|
| 2.7 |
|
|
| — |
|
|
| 2.7 |
|
|
| — |
|
|
| — |
|
|
| 9.9 |
|
|
| — |
|
|
| — |
|
|
| 9.9 |
|
|
| — |
|
|
| 9.9 |
|
Balance at September 30, 2020 |
|
| 62.3 |
|
| $ | 0.6 |
|
| $ | 3,433.9 |
|
| $ | (138.6 | ) |
| $ | 2,460.5 |
|
| $ | 5,756.4 |
|
| $ | 2.5 |
|
| $ | 5,758.9 |
| ||||||||||||||||||||||||||||||||
Distributions to owners of |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (0.5 | ) |
|
| (0.5 | ) | ||||||||||||||||||||||||||||||||
Balance at June 30, 2021 |
|
| 62.4 |
|
| $ | 0.6 |
|
| $ | 3,451.1 |
|
| $ | (153.0 | ) |
| $ | 2,827.2 |
|
| $ | 6,125.9 |
|
| $ | 2.3 |
|
| $ | 6,128.2 |
| ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Balance at December 31, 2019 |
|
| 62.4 |
|
| $ | 0.6 |
|
| $ | 3,418.8 |
|
| $ | (145.8 | ) |
| $ | 2,077.2 |
|
| $ | 5,350.8 |
|
| $ | 2.5 |
|
| $ | 5,353.3 |
| ||||||||||||||||||||||||||||||||
Balance at December 31, 2020 |
|
| 62.3 |
|
| $ | 0.6 |
|
| $ | 3,440.8 |
|
| $ | (158.4 | ) |
| $ | 2,607.7 |
|
| $ | 5,890.7 |
|
| $ | 2.6 |
|
| $ | 5,893.3 |
| ||||||||||||||||||||||||||||||||
Consolidated net earnings |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 538.0 |
|
|
| 538.0 |
|
|
| — |
|
|
| 538.0 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 291.1 |
|
|
| 291.1 |
|
|
| 0.2 |
|
|
| 291.3 |
|
Other comprehensive earnings, net of tax |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 7.2 |
|
|
| — |
|
|
| 7.2 |
|
|
| — |
|
|
| 7.2 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 5.4 |
|
|
| — |
|
|
| 5.4 |
|
|
| — |
|
|
| 5.4 |
|
Dividends declared ($1.67 per share) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (104.7 | ) |
|
| (104.7 | ) |
|
| — |
|
|
| (104.7 | ) | ||||||||||||||||||||||||||||||||
Dividends declared ($1.14 per share) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (71.6 | ) |
|
| (71.6 | ) |
|
| 0 |
|
|
| (71.6 | ) | ||||||||||||||||||||||||||||||||
Issuances of common stock for stock award plans |
|
| 0.1 |
|
|
| — |
|
|
| 5.7 |
|
|
| — |
|
|
| — |
|
|
| 5.7 |
|
|
| — |
|
|
| 5.7 |
|
|
| 0.1 |
|
|
| 0 |
|
|
| 5.6 |
|
|
| 0 |
|
|
| 0 |
|
|
| 5.6 |
|
|
| 0 |
|
|
| 5.6 |
|
Shares withheld for employees' income tax obligations |
|
| — |
|
|
| — |
|
|
| (13.0 | ) |
|
| — |
|
|
| — |
|
|
| (13.0 | ) |
|
| — |
|
|
| (13.0 | ) |
|
| — |
|
|
| — |
|
|
| (16.1 | ) |
|
| — |
|
|
| — |
|
|
| (16.1 | ) |
|
| — |
|
|
| (16.1 | ) |
Repurchases of common stock |
|
| (0.2 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (50.0 | ) |
|
| (50.0 | ) |
|
| — |
|
|
| (50.0 | ) | ||||||||||||||||||||||||||||||||
Stock-based compensation expense |
|
| — |
|
|
| — |
|
|
| 22.4 |
|
|
| — |
|
|
| — |
|
|
| 22.4 |
|
|
| — |
|
|
| 22.4 |
|
|
| — |
|
|
| — |
|
|
| 20.8 |
|
|
| — |
|
|
| — |
|
|
| 20.8 |
|
|
| — |
|
|
| 20.8 |
|
Balance at September 30, 2020 |
|
| 62.3 |
|
| $ | 0.6 |
|
| $ | 3,433.9 |
|
| $ | (138.6 | ) |
| $ | 2,460.5 |
|
| $ | 5,756.4 |
|
| $ | 2.5 |
|
| $ | 5,758.9 |
| ||||||||||||||||||||||||||||||||
Distributions to owners of |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (0.5 | ) |
|
| (0.5 | ) | ||||||||||||||||||||||||||||||||
Balance at June 30, 2021 |
|
| 62.4 |
|
| $ | 0.6 |
|
| $ | 3,451.1 |
|
| $ | (153.0 | ) |
| $ | 2,827.2 |
|
| $ | 6,125.9 |
|
| $ | 2.3 |
|
| $ | 6,128.2 |
|
See accompanying notes to the consolidated financial statements.
Page 7 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended SeptemberJune 30, 20212022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
Organization
Organization
Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. As of SeptemberJune 30, 2021,2022, the Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately 320350 quarries, mines and distribution yards in 2628 states, Canada and The Bahamas. In the southwestern and western United States, Martin Marietta also provides cement and downstream products and services, namely, ready mixed concrete, asphalt and paving, in vertically-integrated structured markets where the Company has a leading aggregates position. In addition, the Company has 1 cement plant, cement distribution terminals and ready mixed concrete operations in California that are classified as assets held for sale and discontinued operations as of and for the six months ended June 30, 2022. The Company’s heavy-side building materials are used in infrastructure, nonresidential and residential construction projects. Aggregates are also used in agricultural, utility and environmental applications and as railroad ballast. The aggregates, cement, ready mixed concrete, asphalt and paving product lines are reported collectively as the “Building Materials” business.
The Company’s Building Materials business includes 2 reportable segments: the East Group and the West Group.
BUILDING MATERIALS BUSINESS | ||||
Reportable Segments |
| East Group |
| West Group |
Operating Locations |
| Alabama, Florida, Georgia, Indiana, |
| Arizona, Arkansas, California, Colorado, Louisiana,
|
|
|
|
|
|
Product Lines |
| Aggregates and Asphalt |
| Aggregates, Cement, Ready Mixed Concrete, Asphalt and Paving |
The Company’s Magnesia Specialties business, which represents a separate reportable segment, has manufacturing facilities in Manistee, Michigan, and Woodville, Ohio. The Magnesia Specialties business produces magnesia-based chemicals products used in industrial, agricultural and environmental applications, and dolomitic lime sold primarily to customers in the steel and mining industries.
Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and in Article 10 of Regulation S-X. The Company has continued to follow the accounting policies set forth in the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.2021. In the opinion of management, the interim consolidated financial information provided herein reflects all adjustments, consisting of normal recurring accruals, necessary for a fair statement of the results of operations, financial position and cash flows for the interim periods. The consolidated results of operations for the three and ninesix months ended SeptemberJune 30, 20212022 are not necessarily indicative of the results expected for other interim periods or the full year. The consolidated balance sheet at December 31, 20202021 has been derived from the audited consolidated financial
Page 8 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended June 30, 2022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
statements at that date but does not include all of the information and notes required by U.S. GAAP for complete financial statements. These consolidated financial statements should be read in conjunction with the audited
Page 8 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.2021.
The preparation of the Company’s consolidated financial statements requires management to make certain estimates and assumptions about future events. As future events and their effects cannot be fully determined with precision, actual results could differ significantly from estimates. Changes in estimates are reflected in the consolidated financial statements in the period in which the change in estimate occurs.
Reclassifications
As of January 1, 2021, the Company reclassified accrued income taxes from Other current liabilities to Accrued other taxes on the Company’s consolidated balance sheet. Prior-year information has been reclassified to conform to current year presentation. The reclassification had no impact on the Company’s previously reported results of operations, financial position or cash flows.
Consolidated Comprehensive Earnings (Loss) and Accumulated Other Comprehensive Loss
Consolidated comprehensive earnings (loss) and accumulated other comprehensive loss consist of consolidated net earnings; adjustments for the funded status of pension and postretirement benefit plans; and foreign currency translation adjustments; and are presented in the Company’s consolidated statements of earnings and comprehensive earnings.
Comprehensive earnings (loss) attributable to Martin Marietta is as follows:
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Net earnings attributable to Martin Marietta |
| $ | 254.6 |
|
| $ | 294.4 |
|
| $ | 545.7 |
|
| $ | 538.0 |
|
Other comprehensive earnings, net of tax |
|
| 1.6 |
|
|
| 3.6 |
|
|
| 7.0 |
|
|
| 7.2 |
|
Comprehensive earnings attributable to Martin Marietta |
| $ | 256.2 |
|
| $ | 298.0 |
|
| $ | 552.7 |
|
| $ | 545.2 |
|
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
| ||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Net earnings attributable to Martin Marietta |
| $ | 366.5 |
|
| $ | 225.8 |
|
| $ | 387.9 |
|
| $ | 291.1 |
|
Other comprehensive earnings (loss), net of tax |
|
| 1.2 |
|
|
| 2.6 |
|
|
| (30.5 | ) |
|
| 5.4 |
|
Comprehensive earnings attributable to |
| $ | 367.7 |
|
| $ | 228.4 |
|
| $ | 357.4 |
|
| $ | 296.5 |
|
Page 9 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended SeptemberJune 30, 20212022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Changes in accumulated other comprehensive loss, net of tax, are as follows:
|
| (Dollars in Millions) |
|
| (Dollars in Millions) |
| ||||||||||||||||||
|
| Pension and Postretirement Benefit Plans |
|
| Foreign Currency |
|
| Accumulated Other Comprehensive Loss |
|
| Pension and |
|
| Foreign Currency |
|
| Accumulated |
| ||||||
|
| Three Months Ended September 30, 2021 |
|
| Three Months Ended June 30, 2022 |
| ||||||||||||||||||
Balance at beginning of period |
| $ | (153.5 | ) |
| $ | 0.5 |
|
| $ | (153.0 | ) |
| $ | (129.7 | ) |
| $ | 0.4 |
|
| $ | (129.3 | ) |
Other comprehensive loss before reclassifications, net of tax |
|
| — |
|
|
| (0.6 | ) |
|
| (0.6 | ) | ||||||||||||
Other comprehensive earnings (loss) before reclassifications, |
|
| 0.4 |
|
|
| (0.9 | ) |
|
| (0.5 | ) | ||||||||||||
Amounts reclassified from accumulated other comprehensive loss, net of tax |
|
| 2.2 |
|
|
| — |
|
|
| 2.2 |
|
|
| 1.7 |
|
|
| — |
|
|
| 1.7 |
|
Other comprehensive earnings (loss), net of tax |
|
| 2.2 |
|
|
| (0.6 | ) |
|
| 1.6 |
|
|
| 2.1 |
|
|
| (0.9 | ) |
|
| 1.2 |
|
Balance at end of period |
| $ | (151.3 | ) |
| $ | (0.1 | ) |
| $ | (151.4 | ) |
| $ | (127.6 | ) |
| $ | (0.5 | ) |
| $ | (128.1 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
| Three Months Ended September 30, 2020 |
|
| Three Months Ended June 30, 2021 |
| ||||||||||||||||||
Balance at beginning of period |
| $ | (140.0 | ) |
| $ | (2.2 | ) |
| $ | (142.2 | ) |
| $ | (155.6 | ) |
| $ | — |
|
| $ | (155.6 | ) |
Other comprehensive earnings before reclassifications, net of tax |
|
| — |
|
|
| 0.5 |
|
|
| 0.5 |
|
|
| — |
|
|
| 0.5 |
|
|
| 0.5 |
|
Amounts reclassified from accumulated other comprehensive loss, net of tax |
|
| 3.1 |
|
|
| — |
|
|
| 3.1 |
|
|
| 2.1 |
|
|
| — |
|
|
| 2.1 |
|
Other comprehensive earnings, net of tax |
|
| 3.1 |
|
|
| 0.5 |
|
|
| 3.6 |
|
|
| 2.1 |
|
|
| 0.5 |
|
|
| 2.6 |
|
Balance at end of period |
| $ | (136.9 | ) |
| $ | (1.7 | ) |
| $ | (138.6 | ) |
| $ | (153.5 | ) |
| $ | 0.5 |
|
| $ | (153.0 | ) |
|
| (Dollars in Millions) |
| |||||||||||||||||||||
|
| (Dollars in Millions) |
| |||||||||||||||||||||
|
| Pension and |
|
| Foreign Currency |
|
| Accumulated |
| |||||||||||||||
|
| Six Months Ended June 30, 2022 |
| |||||||||||||||||||||
Balance at beginning of period |
| $ | (97.6 | ) |
| $ | — |
|
| $ | (97.6 | ) | ||||||||||||
Other comprehensive loss before reclassifications, |
|
| (33.0 | ) |
|
| (0.5 | ) |
|
| (33.5 | ) | ||||||||||||
Amounts reclassified from accumulated other |
|
| 3.0 |
|
|
| — |
|
|
| 3.0 |
| ||||||||||||
Other comprehensive loss, net of tax |
|
| (30.0 | ) |
|
| (0.5 | ) |
|
| (30.5 | ) | ||||||||||||
Balance at end of period |
| $ | (127.6 | ) |
| $ | (0.5 | ) |
| $ | (128.1 | ) | ||||||||||||
|
| Pension and Postretirement Benefit Plans |
|
| Foreign Currency |
|
| Accumulated Other Comprehensive Loss |
|
|
|
|
|
|
|
| ||||||||
|
| Nine Months Ended September 30, 2021 |
|
| Six Months Ended June 30, 2021 |
| ||||||||||||||||||
Balance at beginning of period |
| $ | (158.1 | ) |
| $ | (0.3 | ) |
| $ | (158.4 | ) |
| $ | (158.1 | ) |
| $ | (0.3 | ) |
| $ | (158.4 | ) |
Other comprehensive earnings before reclassifications, net of tax |
|
| — |
|
|
| 0.2 |
|
|
| 0.2 |
|
|
| — |
|
|
| 0.8 |
|
|
| 0.8 |
|
Amounts reclassified from accumulated other comprehensive loss, net of tax |
|
| 6.8 |
|
|
| — |
|
|
| 6.8 |
|
|
| 4.6 |
|
|
| — |
|
|
| 4.6 |
|
Other comprehensive earnings, net of tax |
|
| 6.8 |
|
|
| 0.2 |
|
|
| 7.0 |
|
|
| 4.6 |
|
|
| 0.8 |
|
|
| 5.4 |
|
Balance at end of period |
| $ | (151.3 | ) |
| $ | (0.1 | ) |
| $ | (151.4 | ) |
| $ | (153.5 | ) |
| $ | 0.5 |
|
| $ | (153.0 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
| Nine Months Ended September 30, 2020 |
| |||||||||||||||||||||
Balance at beginning of period |
| $ | (144.9 | ) |
| $ | (0.9 | ) |
| $ | (145.8 | ) | ||||||||||||
Other comprehensive loss before reclassifications, net of tax |
|
| — |
|
|
| (0.8 | ) |
|
| (0.8 | ) | ||||||||||||
Amounts reclassified from accumulated other comprehensive loss, net of tax |
|
| 8.0 |
|
|
| — |
|
|
| 8.0 |
| ||||||||||||
Other comprehensive earnings (loss), net of tax |
|
| 8.0 |
|
|
| (0.8 | ) |
|
| 7.2 |
| ||||||||||||
Balance at end of period |
| $ | (136.9 | ) |
| $ | (1.7 | ) |
| $ | (138.6 | ) |
Page 10 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended SeptemberJune 30, 20212022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The $33.0 million, net of tax, other comprehensive loss before reclassifications in the Pension and Postretirement Benefit Plans for the six months ended June 30, 2022 is driven by the remeasurement of the funded status of the Company’s qualified pension plan, required as a result of a plan amendment that provided an enhanced benefit for eligible hourly employees.
Changes in net noncurrent deferred tax assets related to accumulated other comprehensive loss are as follows:
|
| Pension and Postretirement Benefit Plans |
| |||||||||||||
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
| ||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Balance at beginning of period |
| $ | 80.2 |
|
| $ | 88.7 |
|
| $ | 69.7 |
|
| $ | 89.4 |
|
Tax effect of other comprehensive (earnings) loss |
|
| (0.7 | ) |
|
| (0.8 | ) |
|
| 9.8 |
|
|
| (1.5 | ) |
Balance at end of period |
| $ | 79.5 |
|
| $ | 87.9 |
|
| $ | 79.5 |
|
| $ | 87.9 |
|
|
| Pension and Postretirement Benefit Plans |
| |||||||||||||
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Balance at beginning of period |
| $ | 87.9 |
|
| $ | 83.6 |
|
| $ | 89.4 |
|
| $ | 85.2 |
|
Tax effect of other comprehensive earnings |
|
| (0.8 | ) |
|
| (1.1 | ) |
|
| (2.3 | ) |
|
| (2.7 | ) |
Balance at end of period |
| $ | 87.1 |
|
| $ | 82.5 |
|
| $ | 87.1 |
|
| $ | 82.5 |
|
Reclassifications out of accumulated other comprehensive loss are as follows:
|
| Three Months Ended |
|
| Six Months Ended |
|
| Affected line items in the | ||||||||||
|
| June 30, |
|
| June 30, |
|
| consolidated statements of earnings | ||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
|
| and comprehensive earnings | ||||
|
| (Dollars in Millions) |
|
|
| |||||||||||||
Pension and postretirement |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Prior service cost |
| $ | 1.2 |
|
| $ | 0.1 |
|
| $ | 2.1 |
|
| $ | — |
|
|
|
Actuarial loss |
|
| 1.1 |
|
|
| 2.8 |
|
|
| 1.9 |
|
|
| 6.1 |
|
|
|
|
|
| 2.3 |
|
|
| 2.9 |
|
|
| 4.0 |
|
|
| 6.1 |
|
| Other nonoperating income, net |
Tax benefit |
|
| (0.6 | ) |
|
| (0.8 | ) |
|
| (1.0 | ) |
|
| (1.5 | ) |
| Income tax expense |
|
| $ | 1.7 |
|
| $ | 2.1 |
|
| $ | 3.0 |
|
| $ | 4.6 |
|
|
|
|
| Three Months Ended |
|
| Nine Months Ended |
|
| Affected line items in the | ||||||||||
|
| September 30, |
|
| September 30, |
|
| consolidated statements of earnings | ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
|
| and comprehensive earnings | ||||
|
| (Dollars in Millions) |
|
|
| |||||||||||||
Pension and postretirement benefit plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service credit |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (0.1 | ) |
|
|
Actuarial loss |
|
| 3.0 |
|
|
| 4.2 |
|
|
| 9.1 |
|
|
| 10.8 |
|
| Other nonoperating income, net |
|
|
| 3.0 |
|
|
| 4.2 |
|
|
| 9.1 |
|
|
| 10.7 |
|
|
|
Tax benefit |
|
| (0.8 | ) |
|
| (1.1 | ) |
|
| (2.3 | ) |
|
| (2.7 | ) |
| Income tax expense |
|
| $ | 2.2 |
|
| $ | 3.1 |
|
| $ | 6.8 |
|
| $ | 8.0 |
|
|
|
Earnings per Common Share
The numerator for basic and diluted earnings per common share is net earnings attributable to Martin Marietta reduced by dividends and undistributed earnings attributable to certain of the Company’s stock-based compensation.compensation arrangements. If there is a net loss, no amount of the undistributed loss is attributed to unvested participating securities. The denominator for basic earnings per common share is the weighted-average number of common shares outstanding during the period. Diluted earnings per common share are computed assuming that the weighted-average number of common shares is increased by the conversion, using the treasury stock method, of awards to be issued to employees and nonemployee members of the Company’s Board of Directors under certain stock-based compensation arrangements if the conversion is dilutive. For the three and ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, the diluted per-share computations reflect the number of common shares outstanding to include the number of additional shares that would have been outstanding if the potentially dilutive common shares had been issued.
Page 11 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended SeptemberJune 30, 20212022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following table reconciles the numerator and denominator for basic and diluted earnings from continuing operations per common share:
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||||||||||||||||||
|
| September 30, |
|
| September 30, |
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
|
| June 30, |
|
| June 30, |
| ||||||||||||||
|
| (In Millions) |
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| |||||||||||||||||
Net earnings attributable to Martin Marietta |
| $ | 254.6 |
|
| $ | 294.4 |
|
| $ | 545.7 |
|
| $ | 538.0 |
| ||||||||||||||||
|
| (In Millions) |
| |||||||||||||||||||||||||||||
Net earnings from continuing operations attributable to |
| $ | 353.2 |
|
| $ | 225.8 |
|
| $ | 377.7 |
|
| $ | 291.1 |
| ||||||||||||||||
Less: Distributed and undistributed earnings attributable to unvested awards |
|
| — |
|
|
| 0.3 |
|
|
| — |
|
|
| 0.5 |
|
|
| — |
|
|
| 0.2 |
|
|
| — |
|
|
| 0.2 |
|
Basic and diluted net earnings available to common shareholders attributable to Martin Marietta |
| $ | 254.6 |
|
| $ | 294.1 |
|
| $ | 545.7 |
|
| $ | 537.5 |
| ||||||||||||||||
Basic and diluted net earnings from continuing operations |
| $ | 353.2 |
|
| $ | 225.6 |
|
| $ | 377.7 |
|
| $ | 290.9 |
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Basic weighted-average common shares outstanding |
|
| 62.4 |
|
|
| 62.3 |
|
|
| 62.4 |
|
|
| 62.3 |
|
|
| 62.4 |
|
|
| 62.4 |
|
|
| 62.4 |
|
|
| 62.4 |
|
Effect of dilutive employee and director awards |
|
| 0.2 |
|
|
| 0.1 |
|
|
| 0.2 |
|
|
| 0.1 |
|
|
| 0.1 |
|
|
| 0.1 |
|
|
| 0.2 |
|
|
| 0.1 |
|
Diluted weighted-average common shares outstanding |
|
| 62.6 |
|
|
| 62.4 |
|
|
| 62.6 |
|
|
| 62.4 |
|
|
| 62.5 |
|
|
| 62.5 |
|
|
| 62.6 |
|
|
| 62.5 |
|
Restricted Cash
At September 30, 2021 and December 31, 2020,2021, the Company had restricted cash of $1.7$0.5 million, and $97.1 million, respectively, which iswas invested in an account designated for the purchase of like-kind exchange replacement assets under Section 1031 of the Internal Revenue Code and related IRS procedures (Section 1031). The Company iswas restricted from utilizing the cash for purposes other than the purchase of the qualified assets for a designated period from receipt of the proceeds from the sale of the exchanged property. Any unusedThere was 0 restricted cash at the end of the designated period will be transferred to unrestricted accounts of the Company and can then be used for general corporate purposes. The Company has until January 10, 2022 to use the remaining restricted cash to purchase qualified assets under Section 1031.June 30, 2022.
In connection with Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230), the statement of cash flows reflects cash flow changes and balances for cash, cash equivalents and restricted cash on an aggregated basis.
The following table reconciles cash, cash equivalents and restricted cash as reported on the consolidated balance sheets to the aggregated amounts presented on the consolidated statements of cash flows:
|
| September 30, |
|
| December 31, |
| ||
|
| 2021 |
|
| 2020 |
| ||
|
| (Dollars in Millions) |
| |||||
Cash and cash equivalents |
| $ | 2,381.4 |
|
| $ | 207.3 |
|
Restricted cash |
|
| 1.7 |
|
|
| 97.1 |
|
Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows |
| $ | 2,383.1 |
|
| $ | 304.4 |
|
New Accounting Pronouncement
In March 2020, the FASB issued Accounting Standards Update (ASU) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, an optional guidance for a limited period of time to ease the transition from the London interbank offered rate (“LIBOR”) to an alternative reference rate. The
Page 12 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
ASU intends to address certain concerns relating to accounting for contract modifications and hedge accounting. These optional expedients and exceptions to applying U.S. GAAP, assuming certain criteria are met, are allowed through December 31, 2022, and any amendments should be applied on a prospective basis. The Company does not expect the transition from LIBOR to have a material impact on its consolidated financial statements.
|
| June 30, |
|
| December 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
|
| (Dollars in Millions) |
| |||||
Cash and cash equivalents |
| $ | 772.1 |
|
| $ | 258.4 |
|
Restricted cash |
|
| 0 |
|
|
| 0.5 |
|
Total cash, cash equivalents and restricted cash presented in |
| $ | 772.1 |
|
| $ | 258.9 |
|
2. Revenue Recognition
|
|
Total revenues include sales of products and services to customers, net of any discounts or allowances, and freight revenues. Product revenues are recognized when control of the promised good is transferred to the customer, typically when finished products are shipped. Intersegment and interproduct revenues are eliminated in consolidation. Service revenues are derived from the paving business and are recognized using the
Page 12 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended June 30, 2022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
percentage-of-completion method under the cost-to-cost approach. Freight revenues reflect delivery arranged by the Company using a third party on behalf of the customer and are recognized consistently with the timing of the product revenues.
Performance Obligations. Performance obligations are contractual promises to transfer or provide a distinct good or service for a stated price. The Company’s product sales agreements are single-performance obligations that are satisfied at a point in time. Performance obligations within paving service agreements are satisfied over time, primarily ranging from one day to two years.years. For product revenues and freight revenues, customer payment terms are generally 30 days from invoice date. Customer payments for the paving operations are based on a contractual billing schedule and are due 30 days from invoice date.
Future revenues from unsatisfied performance obligations at SeptemberJune 30, 2022 and 2021 and 2020 were $183.0$322.5 million and $150.2$215.5 million, respectively, where the remaining periods to complete these obligations ranged from one month to 2123 months and one month to 1321 months, respectively.
Page 13 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Revenue by Category. The following table presents the Company’s total revenues by category for each reportable segment.
|
| Three Months Ended |
|
| Three Months Ended |
| ||||||||||||||||||
|
| September 30, 2021 |
|
| June 30, 2022 |
| ||||||||||||||||||
|
| Products and Services |
|
| Freight |
|
| Total |
|
| Products and Services |
|
| Freight |
|
| Total |
| ||||||
|
| (Dollars in Millions) |
|
| (Dollars in Millions) |
| ||||||||||||||||||
East Group |
| $ | 641.8 |
|
| $ | 42.3 |
|
| $ | 684.1 |
|
| $ | 632.4 |
|
| $ | 42.1 |
|
| $ | 674.5 |
|
West Group |
|
| 749.0 |
|
|
| 45.8 |
|
|
| 794.8 |
|
|
| 816.8 |
|
|
| 68.7 |
|
|
| 885.5 |
|
Total Building Materials business |
|
| 1,390.8 |
|
|
| 88.1 |
|
|
| 1,478.9 |
|
|
| 1,449.2 |
|
|
| 110.8 |
|
|
| 1,560.0 |
|
Magnesia Specialties |
|
| 71.9 |
|
|
| 6.5 |
|
|
| 78.4 |
|
|
| 74.6 |
|
|
| 7.1 |
|
|
| 81.7 |
|
Total |
| $ | 1,462.7 |
|
| $ | 94.6 |
|
| $ | 1,557.3 |
|
| $ | 1,523.8 |
|
| $ | 117.9 |
|
| $ | 1,641.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
| Three Months Ended |
|
| Three Months Ended |
| ||||||||||||||||||
|
| September 30, 2020 |
|
| June 30, 2021 |
| ||||||||||||||||||
|
| Products and Services |
|
| Freight |
|
| Total |
|
| Products and Services |
|
| Freight |
|
| Total |
| ||||||
|
| (Dollars in Millions) |
|
| (Dollars in Millions) |
| ||||||||||||||||||
East Group |
| $ | 514.1 |
|
| $ | 35.2 |
|
| $ | 549.3 |
|
| $ | 596.5 |
|
| $ | 38.8 |
|
| $ | 635.3 |
|
West Group |
|
| 671.4 |
|
|
| 39.8 |
|
|
| 711.2 |
|
|
| 628.8 |
|
|
| 38.0 |
|
|
| 666.8 |
|
Total Building Materials business |
|
| 1,185.5 |
|
|
| 75.0 |
|
|
| 1,260.5 |
|
|
| 1,225.3 |
|
|
| 76.8 |
|
|
| 1,302.1 |
|
Magnesia Specialties |
|
| 55.2 |
|
|
| 5.7 |
|
|
| 60.9 |
|
|
| 70.0 |
|
|
| 5.8 |
|
|
| 75.8 |
|
Total |
| $ | 1,240.7 |
|
| $ | 80.7 |
|
| $ | 1,321.4 |
|
| $ | 1,295.3 |
|
| $ | 82.6 |
|
| $ | 1,377.9 |
|
Service revenues, which include paving services located in California and Colorado, , were $100.5$95.0 million and $112.8$73.4 million for the three months ended SeptemberJune 30, 20212022 and 2020,2021, respectively, and are reported in the West Group .Group.
Page 1413 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended SeptemberJune 30, 20212022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
| Nine Months Ended |
|
| Six Months Ended |
| ||||||||||||||||||
|
| September 30, 2021 |
|
| June 30, 2022 |
| ||||||||||||||||||
|
| Products and Services |
|
| Freight |
|
| Total |
|
| Products and Services |
|
| Freight |
|
| Total |
| ||||||
|
| (Dollars in Millions) |
|
| (Dollars in Millions) |
| ||||||||||||||||||
East Group |
| $ | 1,610.9 |
|
| $ | 103.5 |
|
| $ | 1,714.4 |
|
| $ | 1,027.0 |
|
| $ | 66.3 |
|
| $ | 1,093.3 |
|
West Group |
|
| 1,861.9 |
|
|
| 116.3 |
|
|
| 1,978.2 |
|
|
| 1,499.2 |
|
|
| 121.3 |
|
|
| 1,620.5 |
|
Total Building Materials business |
|
| 3,472.8 |
|
|
| 219.8 |
|
|
| 3,692.6 |
|
|
| 2,526.2 |
|
|
| 187.6 |
|
|
| 2,713.8 |
|
Magnesia Specialties |
|
| 207.1 |
|
|
| 17.9 |
|
|
| 225.0 |
|
|
| 145.4 |
|
|
| 13.3 |
|
|
| 158.7 |
|
Total |
| $ | 3,679.9 |
|
| $ | 237.7 |
|
| $ | 3,917.6 |
|
| $ | 2,671.6 |
|
| $ | 200.9 |
|
| $ | 2,872.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
| Nine Months Ended |
|
| Six Months Ended |
| ||||||||||||||||||
|
| September 30, 2020 |
|
| June 30, 2021 |
| ||||||||||||||||||
|
| Products and Services |
|
| Freight |
|
| Total |
|
| Products and Services |
|
| Freight |
|
| Total |
| ||||||
|
| (Dollars in Millions) |
|
| (Dollars in Millions) |
| ||||||||||||||||||
East Group |
| $ | 1,371.8 |
|
| $ | 94.1 |
|
| $ | 1,465.9 |
|
| $ | 969.1 |
|
| $ | 61.1 |
|
| $ | 1,030.2 |
|
West Group |
|
| 1,785.4 |
|
|
| 118.8 |
|
|
| 1,904.2 |
|
|
| 1,112.9 |
|
|
| 70.5 |
|
|
| 1,183.4 |
|
Total Building Materials business |
|
| 3,157.2 |
|
|
| 212.9 |
|
|
| 3,370.1 |
|
|
| 2,082.0 |
|
|
| 131.6 |
|
|
| 2,213.6 |
|
Magnesia Specialties |
|
| 164.0 |
|
|
| 16.2 |
|
|
| 180.2 |
|
|
| 135.2 |
|
|
| 11.5 |
|
|
| 146.7 |
|
Total |
| $ | 3,321.2 |
|
| $ | 229.1 |
|
| $ | 3,550.3 |
|
| $ | 2,217.2 |
|
| $ | 143.1 |
|
| $ | 2,360.3 |
|
Service revenues for the ninesix months ended SeptemberJune 30, 2022 and 2021 and 2020 were $182.7$113.3 million and $221.3$82.2 million, respectively.
Contract Balances. Costs in excess of billings relate to the conditional right to consideration for completed contractual performance and are contract assets on the consolidated balance sheets. Costs in excess of billings are reclassified to accounts receivable when the right to consideration becomes unconditional. Billings in excess of costs relate to customers invoiced in advance of contractual performance and are contract liabilities on the consolidated balance sheets. The following table presents information about the Company’s contract balances:
(Dollars in Millions) |
| September 30, 2021 |
|
| December 31, 2020 |
|
| June 30, 2022 |
|
| December 31, 2021 |
| ||||||
Costs in excess of billings |
| $ | 10.8 |
|
| $ | 2.2 |
|
| $ | 14.3 |
|
| $ | 4.3 |
| ||
Billings in excess of costs |
| $ | 10.7 |
|
| $ | 14.0 |
|
| $ | 5.6 |
|
| $ | 7.8 |
|
Revenues recognized from the beginning balance of contract liabilities for the three months ended SeptemberJune 30, 2022 and 2021 and 2020 were $7.1$4.5 million and $8.5$5.4 million, respectively, and for the ninesix months ended SeptemberJune 30, 2022 and 2021 and 2020 were $11.9$6.6 million and $7.2$9.4 million, respectively.respectively.
Retainage, which primarily relates to the paving services, represents amounts that have been billed to customers but payment withheld until final acceptance by the customer of the performance obligation. IncludedRetainage, which is included in other current assets on the Company’s consolidated balance sheets, retainage was $10.0$10.6 million and $10.6$10.5 million at SeptemberJune 30, 20212022 and December 31, 2020,2021, respectively.
Policy Elections. When the Company arranges third-party freight to deliver products to customers, the Company has elected the delivery to be a fulfillment activity rather than a separate performance obligation. Further, the
Page 15 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Company acts as a principal in the delivery arrangements and, as required by the accounting standard, the related revenues and costs are presented gross and are included in the consolidated statements of earnings.
|
|
On Page 14 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended June 30, 2022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Business Combinations
In October 2021, the Company completed the acquisition of Lehigh Hanson, Inc.’s West Region business (Lehigh West Region) for $2.26 billion. The acquisition was primarily financed using proceeds from the issuance of publicly traded debt. These operations provided a new upstream, materials-led growth platform across several of the nation’s largest and fastest-growing megaregions in California and Arizona. The results from the acquired business are included in the Company’s West Group.
The Company determined fair values of assets acquired and liabilities assumed. Although the initial accounting for the business combination has been recorded, these amounts are subject to change during the measurement period, which extends no longer than one year from the consummation date, based on additional reviews, such as asset verification. During the quarter ended June 30, 2022, the Company increased the assumed asset retirement obligations liability by $46.6 million, with goodwill increasing by a comparable amount. As of June 30, 2022, the measurement period remains open. Specific accounts subject to ongoing purchase accounting adjustments include, but are not limited to, property, plant and equipment; lease assets and liabilities; goodwill; intangible assets; asset retirement obligations; and other liabilities. Amortization of the goodwill generated by the transaction is deductible for income tax purposes.
The following is a summary of the preliminary estimated fair values of the assets acquired and liabilities assumed as of October 1, 2021 (dollars in millions):
Assets: |
|
|
| |
Inventories |
| $ | 91.9 |
|
Property, plant and equipment |
|
| 849.9 |
|
Intangible assets, other than goodwill |
|
| 551.0 |
|
Goodwill |
|
| 1,041.8 |
|
Other assets |
|
| 54.6 |
|
Total assets |
|
| 2,589.2 |
|
Liabilities: |
|
|
| |
Asset retirement obligations |
|
| 225.5 |
|
Operating and finance lease liabilities |
|
| 57.5 |
|
Other liabilities |
|
| 41.6 |
|
Total liabilities |
|
| 324.6 |
|
Total consideration |
| $ | 2,264.6 |
|
In July 30, 2021, the Company acquired assets of Southern Crushed Concrete (SCC). in the Houston area. SCC iswas a leading producer of recycled concrete, in the Houston area, one of the country’s largest addressable aggregates markets. Recycled concretewhich is principally used as a base aggregates product in infrastructure, commercial and residential construction applications. The Company acquired inventories; property, plant and equipment; intangible assets (including goodwill), and right-of-use assets; and assumed asset retirement obligations; lease obligations; and other liabilities. The goodwill generated by the transaction will be deductible for income tax purposes. Although the initial accounting for the business combination has been recorded, the fair values of these amountsaccrued liabilities, goodwill and intangible assets are subject to change during the measurement period, which remains open as of SeptemberJune 30, 2021.2022. Amortization of the goodwill generated by the transaction is deductible for income tax purposes. The acquisition is reportedresults from the acquired business are included in the Company’s West Group, but isare immaterial for pro-forma financial statement disclosures.
On In April 30, 2021, the Company completed the acquisition of Tiller Corporation (Tiller), a leading aggregates and hot mix asphalt supplier in the Minneapolis/St. Paul area, which is one of the largest and fastest growingfastest-growing midwestern metropolitan areas. The Tiller acquisition complementscomplemented the Company’s existing product offerings in the surrounding areas. Additionally, Tiller sells asphalt solely as a materials provider and does not offer paving or other associated services. The Company financed the acquisition using available cash and borrowings under its credit facilities. The Company has recorded preliminarydetermined fair values of the assets acquired and liabilities assumed, which are subject to asset verification and a normal post-closing working capital adjustment. Therefore, the measurement period for property, plant and equipment and goodwill remains openis closed as of SeptemberJune 30, 2021. The2022. Amortization of the goodwill generated by the transaction will beis deductible for income
Page 15 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended June 30, 2022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
tax purposes. The acquisition is reportedresults from the acquired business are included in the Company’s East Group, but isare immaterial for pro-forma financial statement disclosures.
Discontinued Operations
Discontinued operations include the cement and California ready-mixed concrete businesses acquired as part of the Lehigh West Region acquisition.
Discontinued operations include the following:
Total cash provided by operating and investing activities for the discontinued operations was $224.2 million, including $235.0 million of proceeds from divestitures and $13.2 million of cash used for capital expenditures, for the six months ended June 30, 2022. Non-cash items related to operating and investing activities for the discontinued operations were immaterial for the six months ended June 30, 2022. Divestitures On June 30, 2022, the Company completed the sale of the Redding, California cement plant, related cement distribution terminals and 14 California ready mix operations for $235 million in cash. In addition, the Company agreed to sell its interest, for $15 million, in a joint venture that operates a cement distribution terminal. The Company did 0t record any amortization or depreciation expense related to these businesses for the three and six months ended June 30, 2022, as these were previously classified as assets held for sale. On April 1, 2022, the Company divested its Colorado and Central Texas ready-mixed concrete operations to Smyrna Ready Mix Concrete LLC. This opportunity optimized the Company’s aggregates-led portfolio and improved its ability to generate more attractive margins over the long term by reducing both business cyclicality and exposure to raw material cost inflation. The transaction resulted in a pretax gain of $151.7 million, which is included in Other operating income, net, and is inclusive of expenses incurred due to the divestiture. The divested operations and the gain on divestiture are all reported in the West Group. Page 16 of 53 MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES FORM 10-Q For the Quarter Ended June 30, 2022 (UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Assets Held for Sale Assets and liabilities held for sale as of June 30, 2022, include a cement plant in Tehachapi, California; cement distribution terminals; the California ready mixed concrete plants not sold as part of the aforementioned Redding transaction; and certain investment properties. At December 31, 2021 assets and liabilities held for sale also included the operations that were sold on June 30, 2022. Assets and liabilities held for sale as of June 30, 2022 and December 31, 2021 are as follows:
Page 17 of 53 MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES FORM 10-Q For the Quarter Ended June 30, 2022 (UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 4. Goodwill
|
|
The following table shows the changes in goodwill by reportable segment and in total:
|
| East |
|
| West |
|
|
|
| |||
|
| Group |
|
| Group |
|
| Total |
| |||
|
| (Dollars in Millions) |
| |||||||||
Balance at January 1, 2022 |
| $ | 759.4 |
|
| $ | 2,735.0 |
|
| $ | 3,494.4 |
|
Acquisitions |
|
| — |
|
|
| 3.7 |
|
|
| 3.7 |
|
Adjustments to purchase price allocations |
|
| 5.0 |
|
|
| 52.8 |
|
|
| 57.8 |
|
Divestitures |
|
| — |
|
|
| (159.7 | ) |
|
| (159.7 | ) |
Goodwill reclassified from assets held for sale |
|
| — |
|
|
| 4.3 |
|
|
| 4.3 |
|
Balance at June 30, 2022 |
| $ | 764.4 |
|
| $ | 2,636.1 |
|
| $ | 3,400.5 |
|
|
| East |
|
| West |
|
|
|
|
| ||
|
| Group |
|
| Group |
|
| Total |
| |||
|
| (Dollars in Millions) |
| |||||||||
Balance at January 1, 2021 |
| $ | 572.5 |
|
| $ | 1,841.5 |
|
| $ | 2,414.0 |
|
Acquisitions |
|
| 185.9 |
|
|
| 12.8 |
|
|
| 198.7 |
|
Goodwill allocated to assets held for sale |
|
| — |
|
|
| (2.1 | ) |
|
| (2.1 | ) |
Balance at September 30, 2021 |
| $ | 758.4 |
|
| $ | 1,852.2 |
|
| $ | 2,610.6 |
|
|
| June 30, |
|
| December 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
|
| (Dollars in Millions) |
| |||||
Finished products |
| $ | 859.8 |
|
| $ | 713.3 |
|
Products in process |
|
| 9.1 |
|
|
| 30.1 |
|
Raw materials |
|
| 96.7 |
|
|
| 69.6 |
|
Supplies and expendable parts |
|
| 139.6 |
|
|
| 153.9 |
|
|
|
| 1,105.2 |
|
|
| 966.9 |
|
Less: Allowances |
|
| (270.0 | ) |
|
| (214.3 | ) |
Total |
| $ | 835.2 |
|
| $ | 752.6 |
|
|
| June 30, |
|
| December 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
|
| (Dollars in Millions) |
| |||||
0.650% Senior Notes, due 2023 |
| $ | 698.3 |
|
| $ | 697.4 |
|
4.250% Senior Notes, due 2024 |
|
| 398.6 |
|
|
| 398.3 |
|
7% Debentures, due 2025 |
|
| 124.6 |
|
|
| 124.6 |
|
3.450% Senior Notes, due 2027 |
|
| 298.1 |
|
|
| 297.9 |
|
3.500% Senior Notes, due 2027 |
|
| 496.7 |
|
|
| 496.4 |
|
2.500% Senior Notes, due 2030 |
|
| 471.8 |
|
|
| 491.1 |
|
2.400% Senior Notes, due 2031 |
|
| 888.2 |
|
|
| 891.8 |
|
6.25% Senior Notes, due 2037 |
|
| 228.3 |
|
|
| 228.3 |
|
4.250% Senior Notes, due 2047 |
|
| 590.1 |
|
|
| 592.1 |
|
3.200% Senior Notes, due 2051 |
|
| 849.6 |
|
|
| 882.9 |
|
Other notes |
|
| 0 |
|
|
| 0.1 |
|
Total debt |
|
| 5,044.3 |
|
|
| 5,100.9 |
|
Less: Current maturities |
|
| 0 |
|
|
| (0.1 | ) |
Long-term debt |
| $ | 5,044.3 |
|
| $ | 5,100.8 |
|
Page 1618 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended SeptemberJune 30, 20212022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Intangible assets subject to amortization consist ofDuring the following:
|
| Gross Amount |
|
| Accumulated Amortization |
|
| Net Balance |
| |||
(Dollars in Millions) |
| September 30, 2021 |
| |||||||||
Noncompetition agreements |
| $ | 4.2 |
|
| $ | (4.1 | ) |
| $ | 0.1 |
|
Customer relationships |
|
| 312.7 |
|
|
| (44.3 | ) |
|
| 268.4 |
|
Operating permits |
|
| 523.8 |
|
|
| (53.7 | ) |
|
| 470.1 |
|
Use rights and other |
|
| 16.4 |
|
|
| (13.8 | ) |
|
| 2.6 |
|
Trade names |
|
| 23.3 |
|
|
| (13.3 | ) |
|
| 10.0 |
|
Total |
| $ | 880.4 |
|
| $ | (129.2 | ) |
| $ | 751.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2020 |
| |||||||||
Noncompetition agreements |
| $ | 4.2 |
|
| $ | (4.1 | ) |
| $ | 0.1 |
|
Customer relationships |
|
| 91.3 |
|
|
| (35.6 | ) |
|
| 55.7 |
|
Operating permits |
|
| 460.8 |
|
|
| (48.4 | ) |
|
| 412.4 |
|
Use rights and other |
|
| 16.3 |
|
|
| (13.0 | ) |
|
| 3.3 |
|
Trade names |
|
| 12.8 |
|
|
| (12.3 | ) |
|
| 0.5 |
|
Total |
| $ | 585.4 |
|
| $ | (113.4 | ) |
| $ | 472.0 |
|
At September 30, 2021 and December 31, 2020, intangible assets deemed to have an indefinite life and not being amortized consist of the following:
(Dollars in Millions) |
| Building Materials business |
|
| Magnesia Specialties |
|
| Total |
| |||
Operating permits |
| $ | 6.6 |
|
| $ | — |
|
| $ | 6.6 |
|
Use rights |
|
| 26.7 |
|
|
| — |
|
|
| 26.7 |
|
Trade names |
|
| 0.2 |
|
|
| 2.5 |
|
|
| 2.7 |
|
Total |
| $ | 33.5 |
|
| $ | 2.5 |
|
| $ | 36.0 |
|
For the ninesix months ended SeptemberJune 30, 2021,2022, the Company acquired $294.9repurchased $60.5 million (par value) of intangibles, which consists of the following:
(Dollars in Millions) |
| Amount |
|
| Weighted-average amortization period | |
Subject to amortization: |
|
|
|
|
|
|
Customer relationships |
| $ | 221.4 |
|
| 24 years |
Permits |
|
| 63.0 |
|
| 40 years |
Trade name |
|
| 10.5 |
|
| 9 years |
Total |
| $ | 294.9 |
|
| 27 years |
Total amortization expense for intangible assets for the nine months ended September 30, 2021 and 2020 was $15.2 million and $9.8 million, respectively.
Page 17 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The estimated amortization expense for intangibles for the remainder of 2021, each of the next four years, and thereafter is as follows:
(Dollars in Millions) |
|
|
|
|
October - December 2021 |
| $ | 6.4 |
|
2022 |
|
| 25.0 |
|
2023 |
|
| 24.7 |
|
2024 |
|
| 24.4 |
|
2025 |
|
| 24.3 |
|
Thereafter |
|
| 646.4 |
|
Total |
| $ | 751.2 |
|
|
|
|
| September 30, |
|
| December 31, |
| ||
|
| 2021 |
|
| 2020 |
| ||
|
| (Dollars in Millions) |
| |||||
Finished products |
| $ | 683.2 |
|
| $ | 667.0 |
|
Products in process |
|
| 25.6 |
|
|
| 37.1 |
|
Raw materials |
|
| 55.9 |
|
|
| 35.3 |
|
Supplies and expendable parts |
|
| 152.0 |
|
|
| 149.9 |
|
|
|
| 916.7 |
|
|
| 889.3 |
|
Less: Allowances |
|
| (199.2 | ) |
|
| (180.3 | ) |
Total |
| $ | 717.5 |
|
| $ | 709.0 |
|
|
|
|
| September 30, |
|
| December 31, |
| ||
|
| 2021 |
|
| 2020 |
| ||
|
| (Dollars in Millions) |
| |||||
0.650% Senior Notes, due 2023 |
| $ | 696.9 |
|
| $ | — |
|
4.250% Senior Notes, due 2024 |
|
| 398.1 |
|
|
| 397.6 |
|
7% Debentures, due 2025 |
|
| 124.5 |
|
|
| 124.5 |
|
3.450% Senior Notes, due 2027 |
|
| 297.9 |
|
|
| 297.6 |
|
3.500% Senior Notes, due 2027 |
|
| 496.2 |
|
|
| 495.8 |
|
2.500% Senior Notes, due 2030 |
|
| 490.9 |
|
|
| 490.1 |
|
2.400% Senior Notes, due 2031 |
|
| 891.7 |
|
|
| — |
|
6.25% Senior Notes, due 2037 |
|
| 228.3 |
|
|
| 228.2 |
|
4.250% Senior Notes, due 2047 |
|
| 592.0 |
|
|
| 591.9 |
|
3.200% Senior Notes, due 2051 |
|
| 882.9 |
|
|
| — |
|
Trade Receivable Facility, interest rate of 0.77 % at September 30, 2021 |
|
| 20.0 |
|
|
| — |
|
Other notes |
|
| 0.1 |
|
|
| 0.1 |
|
Total debt |
|
| 5,119.5 |
|
|
| 2,625.8 |
|
Less: Current maturities of long-term debt |
|
| (20.1 | ) |
|
| — |
|
Long-term debt |
| $ | 5,099.4 |
|
| $ | 2,625.8 |
|
Page 18 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
On July 2, 2021, the Company issued $700 million aggregate principal amount of 0.650% Senior Notes due 2023 (the 0.650% Senior Notes), $900 million aggregate principal amount of 2.400% Senior Notes due 2031 (the 2.400% Senior Notes) and $900 million aggregate principal amount of 3.200% Senior Notes due 2051 (the 3.200% Senior Notes) and, together with the 0.650% Senior Notes and the 2.400% Senior Notes (the Senior Notes), pursuant to a base indenture, dated as of May 22, 2017 (the Base Indenture), as amended and supplemented from time to time, including by the Fourth Supplemental Indenture, dated as of July 2, 2021 and, together with the Base Indenture (the Indenture) between the Company and Regions Bank, as trustee, governing theits Senior Notes. The Senior Notes are carried net of original issue discount, which will be amortized using the effective interest method over the lives of the issues.
The Company, used the net proceeds of the 2.400% Senior Notes, the 3.200% Senior Notes and the 0.650% Senior Notes to pay the consideration for the acquisition of Lehigh Hanson, Inc.’s West Region (Lehigh West Region) business, and for general corporate purposes. See Note 16 for more information on the Lehigh West Region acquisition, which was consummated on October 1, 2021.
Prior to July 2, 2022 (the 2023 Par Call Date), the Company may redeem the 0.650% Senior Notes, at its option, at any time in whole or from time to time in part at a price equal to the greater of: (i) 100% of the principal amount of the 0.650% Senior Notes to be redeemed and (ii) the sum of the present values of the principal amount of the 0.650% Senior Notes to be redeemed and the remaining scheduled payments of interest thereon after the date of optional redemption (a 2023 Optional Redemption Date) through the 2023 Par Call Date (assuming, for this purpose, that the 0.650% Senior Notes are scheduled to mature on the 2023 Par Call Date), excluding interest, if any, accrued thereon to such 2023 Optional Redemption Date, discounted to such 2023 Optional Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture) plus 10 basis points (or 0.100%) plus, in each case, unpaid interest, if any, accrued thereon to, but excluding, such 2023 Optional Redemption Date. On or after the 2023 Par Call Date and prior to maturity, the Company may redeem the 0.650% Senior Notes at any time in whole or from time to time in part at a price equal to 100% of the principal amount of the 0.650% Senior Notes, at its option, to be redeemed, plus unpaid interest, if any, accrued thereon to, but excluding, the 2023 Optional Redemption Date.
Prior to April 15, 2031 (the 2031 Par Call Date), the Company may redeem the 2.400% Senior Notes, at its option, at any time in whole or from time to time in part at a price equal to the greater of: (i) 100% of the principal amount of the 2.400% Senior Notes to be redeemed and (ii) the sum of the present values of the principal amount of the 2.400% Senior Notes to be redeemed and the remaining scheduled payments of interest thereon after the date of optional redemption (a 2031 Optional Redemption Date) through the 2031 Par Call Date (assuming, for this purpose, that the 2.400% Senior Notes are scheduled to mature on the 2031 Par Call Date), excluding interest, if any, accrued thereon to such 2031 Optional Redemption Date, discounted to such 2031 Optional Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture) plus 15 basis points (or 0.150%) plus, in each case, unpaid interest, if any, accrued thereon to, but excluding, such 2031 Optional Redemption Date. On or after the 2031 Par Call Date and prior to maturity, the Company may redeem the 2.400% Senior Notes at any time in whole or from time to time in part at a price equal to 100% of the principal amount of the 2.400% Senior Notes, at its option, to be redeemed, plus unpaid interest, if any, accrued thereon to, but excluding, the 2031 Optional Redemption Date.
Page 19 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Prior to January 15, 2051 (the 2051 Par Call Date), the Company may redeem the 3.200% Senior Notes, at its option, at any time in whole or from time to time in part at a price equal to the greater of: (i) 100% of the principal amount of the 3.200% Senior Notes to be redeemed and (ii) the sum of the present values of the principal amount of the 3.200% Senior Notes to be redeemed and the remaining scheduled payments of interest thereon after the date of optional redemption (a 2051 Optional Redemption Date) through the 2051 Par Call Date (assuming, for this purpose, that the 3.200% Senior Notes are scheduled to mature on the 2051 Par Call Date), excluding interest, if any, accrued thereon to such 2051 Optional Redemption Date, discounted to such 2051 Optional Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture) plus 20 basis points (or 0.200%) plus, in each case, unpaid interest, if any, accrued thereon to, but excluding, such 2051 Optional Redemption Date. On or after the 2051 Par Call Date and prior to maturity, the Company may redeem the 3.200% Senior Notes at any time in whole or from time to time in part at a price equal to 100% of the principal amount of the 3.200% Senior Notes, at its option, to be redeemed, plus unpaid interest, if any, accrued thereon to, but excluding, the 2051 Optional Redemption Date.
The Company, through a wholly-owned special-purpose subsidiary, has a $400$400 million trade receivable securitization facility (the Trade Receivable Facility). On September 22, 2021 the Company extended the maturity to that matures on September 21, 2022. The Trade Receivable Facility, with Truist Bank, Regions Bank, PNC Bank, N.A., TheMUFG Bank, of Tokyo-Mitsubishi UFJ, LTD. (NewLtd., New York Branch),Branch, and certain other lenders that may become a party to the facility from time to time, is backed by eligible trade receivables, as defined, and is limited to the lesser of the facility limit or the borrowing base, as defined. These receivables are originated by the Company and then sold by the Company to the wholly-owned special-purpose subsidiary. The Company continues continues to be responsible for the servicing and administration of the receivables purchased by the wholly-owned special-purpose subsidiary.subsidiary. Borrowings under the Trade Receivable Facility bear interest at a rate equal to asset-backed commercial paper costs of conduit lenders plus 0.60%0.85% for borrowings funded by conduit lenders and one-month London Inter-bank Offered Rate (LIBOR) plus one-month LIBOR plus 0.70%,1.00%, subject to change in the event that this rate no longer reflects the lender’s cost of lending, for borrowings funded by all other lenders.lenders. The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements. Subject to certain conditions, including lenders providing the requisite commitments, the Trade Receivable Facility may be increased to a borrowing base not to exceed $500$500 million. There was $20.0 millionwere 0 borrowings outstanding under the Trade Receivable Facility at SeptemberJune 30, 2021,2022 and 0 borrowings outstanding at December 31, 2020.2021.
The Company has a $700$800 million five-year senior unsecured revolving facility (the Revolving Facility) with JPMorgan Chase Bank, N.A., as Administrative Agent, Truist Bank, Deutsche Bank Securities, Inc., PNC Bank, Truist Bank and Wells Fargo Bank, N.A., as Co-SyndicationSyndication Agents, and the lenders party thereto.thereto (the Credit Agreement). Borrowings under the Revolving Facility bear interest, at the Company’s option, at rates based upon LIBOR or a base rate, plus, for each rate, a margin determined in accordance with a ratings-based pricing grid. There were 0 borrowings outstanding under the Revolving FacilityCredit Agreement at SeptemberJune 30, 20212022 or December 31, 2020.2021. The Revolving FacilityCredit Agreement requires the Company’s ratio of consolidated net debt-to-consolidated earnings before interest, taxes, depreciation, depletion and amortization (EBITDA), as defined by the Revolving Facility, for the trailing-twelve months (the Ratio) to not exceed 3.50x3.50 times as of the end of any fiscal quarter, provided that the Company may exclude from the Ratio debt incurred in connection with certain acquisitions during such quarter or the three preceding quarters so long as the Ratio calculated without such exclusion does not exceed 3.75x.4.00 times. Additionally, if there are 0no amounts outstanding under both the Revolving Facility and the Trade Receivable Facility, consolidated debt, including debt for which the Company is a co-borrower,guarantor (see Note 10), may be reduced byin an amount equal to the lesser of $500 million or the sum of the Company’s unrestricted cash and cash equivalents in excess of $50 million, such reduction not to exceed $200 million,temporary investments, for purposes of the covenant calculation. The Company was in compliance with this covenant at SeptemberJune 30, 2021.2022.
The Revolving Facility expires on December 5, 2024,21, 2026, with any outstanding principal amounts, together with interest accrued thereon, due in full on that date. Available borrowings under the Revolving Facility are reduced by any
Page 20 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
outstanding letters of credit issued by the Company under the Revolving Facility. The Company had $2.6$2.6 million of outstanding letters of credit issued under the Revolving Facility at SeptemberJune 30, 20212022 and December 31, 2020.2021.
7. Financial Instruments
|
|
The Company’s financial instruments include temporary cash investments, restricted cash, accounts receivable, notes receivable, accounts payable, publicly-registered long-term notes, debentures and other long-term debt. The estimated fair values for all financial instruments are estimated based on Level 2 of the fair value hierarchy.
Temporary cash investments are placed primarily in money market funds, money market demand deposit accounts and Eurodollar time deposits. The Company’s cash equivalents have original maturities of less than three months. Due to the short maturity of these investments, they are carried on the consolidated balance sheets at cost, which approximates fair value.
Page 19 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended June 30, 2022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Restricted cash is held in a trust account with a third-party intermediary. Due to the short-term nature of this account, the fair value of restricted cash approximates its carrying value.
Accounts receivable are due from a large number of customers, primarily in the construction industry, and are dispersed across wide geographic and economic regions. NaN single customer accounted for 10%10% or more of consolidated total revenuesaccounts receivable in the three-month and nine-monthsix-month periods ended SeptemberJune 30, 20212022 and 2020.2021. The estimated fair values of accounts receivable approximate their carrying amounts due to the short-term nature of the accounts.
Notes receivable are primarily promissory notes with customers and are not publicly traded. Management estimates that the fair value of notes receivable approximates its carrying amount.
Accounts payable represent amounts owed to suppliers and vendors. The estimated fair value of accounts payable approximates the carrying amount due to the short-term nature of the payables.
The carrying values and fair values of the Company’s long-term debt were $5.12$5.04 billion and $5.49$4.48 billion, respectively, at SeptemberJune 30, 20212022 and $2.63$5.10 billion and $3.08$5.45 billion, respectively, at December 31, 2020.2021. The estimated fair value of the publicly-registered long-term notes was estimated using quoted market prices. The estimated fair values of other borrowings approximate their carrying amounts as the interest rates reset periodically.
8. Income Taxes
|
|
The effective income tax rate reflects the effect of federal and state income taxes on earnings and the impact of differences in book and tax accounting arising primarily from the permanent tax benefits associated with the statutory depletion deduction for mineral reserves. ForThe effective income tax rates for continuing operations were 22.6% and 21.2% for the ninesix months ended SeptemberJune 30, 2022 and 2021, therespectively. The higher 2022 effective income tax rate versus 2021 was 20.6%, which included a $2.9 million discrete benefit for researchdriven by the impact of the divestiture of the Colorado and development tax credits. For the nine months ended September 30, 2020, the effective income tax rate of 21.0% reflected a $6.9 million discrete benefit from financing third-party railroad track maintenance. In exchange, the Company received a federal income tax credit and deduction. Central Texas ready mixed concrete businesses.
The Company records interest accrued in relation to unrecognized tax benefits as income tax expense. Penalties, if incurred, are recorded as operating expenses in the consolidated statements of earnings and comprehensive earnings.
During the six months ended June 30, 2022, the Company amended its qualified pension plan and provided an enhanced benefit for eligible hourly active participants who retire subsequent to April 30, 2022. The amendment required a pension remeasurement. The Company elected the use of a practical expedient to perform the pension remeasurement as of February 28, 2022, the month-end closest to the approval of the plan amendment. The discount rate for the remeasurement was 3.75% compared with 3.23% prior to the remeasurement. The enhanced benefit and remeasurement resulted in higher pension expense for the year compared with the initial estimate of the annual pension expense for the qualified plan.
Page 2120 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended SeptemberJune 30, 20212022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
The estimated components of the recorded net periodic benefit cost (credit) for pension and postretirement benefits are as follows:
|
| Pension |
|
| Postretirement Benefits |
| ||||||||||
|
| Three Months Ended September 30, |
| |||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Service cost |
| $ | 11.6 |
|
| $ | 9.8 |
|
| $ | — |
|
| $ | — |
|
Interest cost |
|
| 8.9 |
|
|
| 9.3 |
|
|
| 0.1 |
|
|
| 0.1 |
|
Expected return on assets |
|
| (17.7 | ) |
|
| (15.2 | ) |
|
| — |
|
|
| — |
|
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost (credit) |
|
| 0.2 |
|
|
| 0.2 |
|
|
| (0.2 | ) |
|
| (0.2 | ) |
Actuarial loss |
|
| 3.0 |
|
|
| 4.2 |
|
|
| — |
|
|
| — |
|
Net periodic benefit cost (credit) |
| $ | 6.0 |
|
| $ | 8.3 |
|
| $ | (0.1 | ) |
| $ | (0.1 | ) |
|
| Pension |
|
| Postretirement Benefits |
| ||||||||||
|
| Three Months Ended June 30, |
| |||||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Service cost |
| $ | 14.0 |
|
| $ | 10.6 |
|
| $ | — |
|
| $ | — |
|
Interest cost |
|
| 11.9 |
|
|
| 8.3 |
|
|
| 0.1 |
|
|
| 0.1 |
|
Expected return on assets |
|
| (22.5 | ) |
|
| (16.3 | ) |
|
| — |
|
|
| — |
|
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Prior service cost (credit) |
|
| 1.4 |
|
|
| 0.3 |
|
|
| (0.2 | ) |
|
| (0.2 | ) |
Actuarial loss (gain) |
|
| 1.2 |
|
|
| 2.8 |
|
|
| (0.1 | ) |
|
| — |
|
Net periodic benefit cost (credit) |
| $ | 6.0 |
|
| $ | 5.7 |
|
| $ | (0.2 | ) |
| $ | (0.1 | ) |
|
| Pension |
|
| Postretirement Benefits |
| ||||||||||
|
| Six Months Ended June 30, |
| |||||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Service cost |
| $ | 24.0 |
|
| $ | 23.0 |
|
| $ | — |
|
| $ | — |
|
Interest cost |
|
| 20.6 |
|
|
| 17.7 |
|
|
| 0.2 |
|
|
| 0.2 |
|
Expected return on assets |
|
| (38.7 | ) |
|
| (35.1 | ) |
|
| — |
|
|
| — |
|
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Prior service cost (credit) |
|
| 2.5 |
|
|
| 0.4 |
|
|
| (0.4 | ) |
|
| (0.4 | ) |
Actuarial loss (gain) |
|
| 2.0 |
|
|
| 6.2 |
|
|
| (0.1 | ) |
|
| (0.1 | ) |
Net periodic benefit cost (credit) |
| $ | 10.4 |
|
| $ | 12.2 |
|
| $ | (0.3 | ) |
| $ | (0.3 | ) |
|
| Pension |
|
| Postretirement Benefits |
| ||||||||||
|
| Nine Months Ended September 30, |
| |||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Service cost |
| $ | 34.7 |
|
| $ | 29.4 |
|
| $ | — |
|
| $ | — |
|
Interest cost |
|
| 26.7 |
|
|
| 27.8 |
|
|
| 0.2 |
|
|
| 0.3 |
|
Expected return on assets |
|
| (52.8 | ) |
|
| (43.8 | ) |
|
| — |
|
|
| — |
|
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost (credit) |
|
| 0.5 |
|
|
| 0.5 |
|
|
| (0.5 | ) |
|
| (0.6 | ) |
Actuarial loss (gain) |
|
| 9.2 |
|
|
| 10.9 |
|
|
| (0.1 | ) |
|
| (0.1 | ) |
Net periodic benefit cost (credit) |
| $ | 18.3 |
|
| $ | 24.8 |
|
| $ | (0.4 | ) |
| $ | (0.4 | ) |
The service cost component of net periodic benefit (credit) cost (credit) is included in Cost of revenues – products and services and Selling, general and& administrative expenses. All other components are included in Other nonoperating income, net, in the consolidated statements of earnings and comprehensive earnings.
10. Commitments and Contingencies |
|
Legal and Administrative Proceedings
The Company is engaged in certain legal and administrative proceedings incidental to its normal business activities, including matters relating to environmental protection. The Company considers various factors in assessing the probable outcome of each matter, including but not limited to the nature of existing legal proceedings and claims, the asserted or possible damages, the jurisdiction and venue of the case and whether it is a jury trial, the progress of the case, existing law and precedent, the opinions or views of legal counsel and other advisers, the Company’s experience in similar cases and the experience of other companies, the facts available to the Company at the time of assessment, and how the Company intends to respond to the proceeding or claim. The Company’s assessment of these factors may change over time as proceedings or claims progress. The Company believes the probability is remote that the outcome of any currently pending legal or administrative proceeding will result in a material loss to the Company as a whole, based on currently available facts.
Page 2221 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended SeptemberJune 30, 20212022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Borrowing Arrangements with Affiliate
The Company is a co-borrowerguarantor with an unconsolidated affiliate for a $12.5$15.0 million revolving line of credit agreement with Truist Bank, of which $5.4$3.7 million was outstanding as of SeptemberJune 30, 20212022, and that has a maturity date of March 2022.2024. The affiliate has agreed to reimburse and indemnify the Company for any payments and expenses the Company may incur from this agreement. The Company holds a lien on the affiliate’s membership interest in a joint venture as collateral for payment under the revolving line of credit.
In addition, the Company has a $6.0$6.0 million interest-only loan receivable, due December 31, 2022,2024, outstanding from this unconsolidated affiliate as of SeptemberJune 30, 20212022 and December 31, 2020.2021. The interest rate is one-month LIBOR plus a current spread of 1.75%1.63%.
Letters of Credit
In the normal course of business, the Company provides certain third parties with standby letter of credit agreements guaranteeing its payment for certain insurance claims, contract performance and permit requirements. At SeptemberJune 30, 2021,2022, the Company was contingently liable for $35.0$17.2 million in letters of credit, of which $2.6$2.6 million were issued under the Company’s Revolving Facility.
11. Business Segments
|
|
The Building Materials business contains 2 reportable segments: the East Group and the West Group. The Company also has a Magnesia Specialties segment. The Company’s evaluation of performance and allocation of resources are based primarily on earnings from operations. Consolidated earnings from operations include total revenues less cost of revenues; selling, general and administrative expenses; acquisition-relatedacquisition and integration expenses; other operating income and expenses, net; and exclude interest expense; other nonoperating income and expenses, net; and income taxes. Corporate loss from operations primarily includes depreciation; expenses for corporate administrative functions; acquisition-relatedacquisition and integration expenses; and other nonrecurring income and expenses excluded fromnot reported in one of the Company’s evaluation of business segment performance and resource allocation.operating segments. All long-term debt and related interest expense are held at Corporate.
Page 22 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended June 30, 2022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following table displays selected financial data for the Company’s reportable segments. Total revenues, as presented onwell as the consolidated statements of earnings and comprehensive earnings, exclude intersegment revenues, which represent sales from one segment to another segment and are eliminated in consolidation. Total revenues, product and services revenues, and earnings (loss) from operations reflect continuing operations only. In 2022, earnings from operations for the West Group include nonrecurring gains on divested assets of $151.7 million.
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
| ||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Total revenues: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
East Group |
| $ | 674.5 |
|
| $ | 635.3 |
|
| $ | 1,093.3 |
|
| $ | 1,030.2 |
|
West Group |
|
| 885.5 |
|
|
| 666.8 |
|
|
| 1,620.5 |
|
|
| 1,183.4 |
|
Total Building Materials business |
|
| 1,560.0 |
|
|
| 1,302.1 |
|
|
| 2,713.8 |
|
|
| 2,213.6 |
|
Magnesia Specialties |
|
| 81.7 |
|
|
| 75.8 |
|
|
| 158.7 |
|
|
| 146.7 |
|
Total |
| $ | 1,641.7 |
|
| $ | 1,377.9 |
|
| $ | 2,872.5 |
|
| $ | 2,360.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Products and services revenues: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
East Group |
| $ | 632.4 |
|
| $ | 596.5 |
|
| $ | 1,027.0 |
|
| $ | 969.1 |
|
West Group |
|
| 816.8 |
|
|
| 628.8 |
|
|
| 1,499.2 |
|
|
| 1,112.9 |
|
Total Building Materials business |
|
| 1,449.2 |
|
|
| 1,225.3 |
|
|
| 2,526.2 |
|
|
| 2,082.0 |
|
Magnesia Specialties |
|
| 74.6 |
|
|
| 70.0 |
|
|
| 145.4 |
|
|
| 135.2 |
|
Total |
| $ | 1,523.8 |
|
| $ | 1,295.3 |
|
| $ | 2,671.6 |
|
| $ | 2,217.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Earnings (Loss) from operations: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
East Group |
| $ | 210.6 |
|
| $ | 197.8 |
|
| $ | 238.5 |
|
| $ | 259.5 |
|
West Group |
|
| 274.5 |
|
|
| 101.8 |
|
|
| 317.6 |
|
|
| 133.6 |
|
Total Building Materials business |
|
| 485.1 |
|
|
| 299.6 |
|
|
| 556.1 |
|
|
| 393.1 |
|
Magnesia Specialties |
|
| 20.3 |
|
|
| 23.1 |
|
|
| 41.8 |
|
|
| 46.7 |
|
Corporate |
|
| (26.8 | ) |
|
| (15.2 | ) |
|
| (59.5 | ) |
|
| (33.0 | ) |
Total |
| $ | 478.6 |
|
| $ | 307.5 |
|
| $ | 538.4 |
|
| $ | 406.8 |
|
Page 23 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended SeptemberJune 30, 20212022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Total revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East Group |
| $ | 684.1 |
|
| $ | 549.3 |
|
| $ | 1,714.4 |
|
| $ | 1,465.9 |
|
West Group |
|
| 794.8 |
|
|
| 711.2 |
|
|
| 1,978.2 |
|
|
| 1,904.2 |
|
Total Building Materials business |
|
| 1,478.9 |
|
|
| 1,260.5 |
|
|
| 3,692.6 |
|
|
| 3,370.1 |
|
Magnesia Specialties |
|
| 78.4 |
|
|
| 60.9 |
|
|
| 225.0 |
|
|
| 180.2 |
|
Total |
| $ | 1,557.3 |
|
| $ | 1,321.4 |
|
| $ | 3,917.6 |
|
| $ | 3,550.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products and services revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East Group |
| $ | 641.8 |
|
| $ | 514.1 |
|
| $ | 1,610.9 |
|
| $ | 1,371.8 |
|
West Group |
|
| 749.0 |
|
|
| 671.4 |
|
|
| 1,861.9 |
|
|
| 1,785.4 |
|
Total Building Materials business |
|
| 1,390.8 |
|
|
| 1,185.5 |
|
|
| 3,472.8 |
|
|
| 3,157.2 |
|
Magnesia Specialties |
|
| 71.9 |
|
|
| 55.2 |
|
|
| 207.1 |
|
|
| 164.0 |
|
Total |
| $ | 1,462.7 |
|
| $ | 1,240.7 |
|
| $ | 3,679.9 |
|
| $ | 3,321.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East Group |
| $ | 205.8 |
|
| $ | 181.4 |
|
| $ | 465.3 |
|
| $ | 386.1 |
|
West Group |
|
| 150.6 |
|
|
| 212.3 |
|
|
| 284.2 |
|
|
| 368.2 |
|
Total Building Materials business |
|
| 356.4 |
|
|
| 393.7 |
|
|
| 749.5 |
|
|
| 754.3 |
|
Magnesia Specialties |
|
| 23.1 |
|
|
| 16.4 |
|
|
| 69.8 |
|
|
| 51.2 |
|
Corporate |
|
| (22.6 | ) |
|
| (9.5 | ) |
|
| (55.6 | ) |
|
| (40.7 | ) |
Total |
| $ | 356.9 |
|
| $ | 400.6 |
|
| $ | 763.7 |
|
| $ | 764.8 |
|
12. Revenues and Gross Profit
|
| September 30, 2021 |
|
| December 31, 2020 |
| ||
Assets employed: |
| (Dollars in Millions) |
| |||||
East Group |
| $ | 5,075.9 |
|
| $ | 4,342.5 |
|
West Group |
|
| 5,613.4 |
|
|
| 5,355.5 |
|
Total Building Materials business |
|
| 10,689.3 |
|
|
| 9,698.0 |
|
Magnesia Specialties |
|
| 169.6 |
|
|
| 167.9 |
|
Corporate |
|
| 2,927.3 |
|
|
| 714.9 |
|
Total |
| $ | 13,786.2 |
|
| $ | 10,580.8 |
|
The increase in assets from December 31, 2020 to September 30, 2021 primarily relates to the proceeds from the Senior Notes issued in July 2021, new right-of-use assets for finance leases and the Tiller and SCC acquisitions. The proceeds from the Senior Notes issuance are reflected as Corporate assets as of September 30, 2021.
Page 24 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
The Building Materials business includes the aggregates, cement, ready mixed concrete and asphalt and paving product lines. Cement and ready mixed concrete product lines and paving services reside only in the West Group. The following table, which is reconciled to consolidated amounts, provides total revenues and gross profit (loss) by product line. line and reflects continuing operations only.
|
| Three Months Ended |
|
| Nine Months Ended |
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||||||||||||
|
| September 30, |
|
| September 30, |
|
| June 30, |
|
| June 30, |
| ||||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||||||
|
| (Dollars in Millions) |
|
| (Dollars in Millions) |
| ||||||||||||||||||||||||||
Total revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Products and services: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Aggregates |
| $ | 857.1 |
|
| $ | 766.9 |
|
| $ | 2,231.5 |
|
| $ | 2,092.1 |
|
| $ | 955.2 |
|
| $ | 801.8 |
|
| $ | 1,641.1 |
|
| $ | 1,374.4 |
|
Cement |
|
| 132.3 |
|
|
| 115.6 |
|
|
| 358.4 |
|
|
| 331.7 |
|
|
| 157.9 |
|
|
| 116.5 |
|
|
| 292.2 |
|
|
| 226.1 |
|
Ready mixed concrete |
|
| 320.8 |
|
|
| 254.6 |
|
|
| 824.5 |
|
|
| 689.4 |
|
|
| 226.1 |
|
|
| 268.4 |
|
|
| 516.2 |
|
|
| 503.7 |
|
Asphalt and paving services |
|
| 195.9 |
|
|
| 129.8 |
|
|
| 343.5 |
|
|
| 254.9 |
|
|
| 212.3 |
|
|
| 135.3 |
|
|
| 267.1 |
|
|
| 147.6 |
|
Less: interproduct revenues |
|
| (115.3 | ) |
|
| (81.4 | ) |
|
| (285.1 | ) |
|
| (210.9 | ) |
|
| (102.3 | ) |
|
| (96.7 | ) |
|
| (190.4 | ) |
|
| (169.8 | ) |
Products and services |
|
| 1,390.8 |
|
|
| 1,185.5 |
|
|
| 3,472.8 |
|
|
| 3,157.2 |
|
|
| 1,449.2 |
|
|
| 1,225.3 |
|
|
| 2,526.2 |
|
|
| 2,082.0 |
|
Freight |
|
| 88.1 |
|
|
| 75.0 |
|
|
| 219.8 |
|
|
| 212.9 |
|
|
| 110.8 |
|
|
| 76.8 |
|
|
| 187.6 |
|
|
| 131.6 |
|
Total Building Materials business |
|
| 1,478.9 |
|
|
| 1,260.5 |
|
|
| 3,692.6 |
|
|
| 3,370.1 |
|
|
| 1,560.0 |
|
|
| 1,302.1 |
|
|
| 2,713.8 |
|
|
| 2,213.6 |
|
Magnesia Specialties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Products and services |
|
| 71.9 |
|
|
| 55.2 |
|
|
| 207.1 |
|
|
| 164.0 |
|
|
| 74.6 |
|
|
| 70.0 |
|
|
| 145.4 |
|
|
| 135.2 |
|
Freight |
|
| 6.5 |
|
|
| 5.7 |
|
|
| 17.9 |
|
|
| 16.2 |
|
|
| 7.1 |
|
|
| 5.8 |
|
|
| 13.3 |
|
|
| 11.5 |
|
Total Magnesia Specialties |
|
| 78.4 |
|
|
| 60.9 |
|
|
| 225.0 |
|
|
| 180.2 |
|
|
| 81.7 |
|
|
| 75.8 |
|
|
| 158.7 |
|
|
| 146.7 |
|
Total |
| $ | 1,557.3 |
|
| $ | 1,321.4 |
|
| $ | 3,917.6 |
|
| $ | 3,550.3 |
|
| $ | 1,641.7 |
|
| $ | 1,377.9 |
|
| $ | 2,872.5 |
|
| $ | 2,360.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Products and services: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Aggregates |
| $ | 292.9 |
|
| $ | 279.1 |
|
| $ | 687.7 |
|
| $ | 640.4 |
|
| $ | 309.0 |
|
| $ | 273.0 |
|
| $ | 410.9 |
|
| $ | 394.7 |
|
Cement |
|
| 49.9 |
|
|
| 46.5 |
|
|
| 101.3 |
|
|
| 117.2 |
|
|
| 51.1 |
|
|
| 36.1 |
|
|
| 78.5 |
|
|
| 51.4 |
|
Ready mixed concrete |
|
| 31.4 |
|
|
| 24.7 |
|
|
| 69.9 |
|
|
| 56.7 |
|
|
| 14.3 |
|
|
| 19.1 |
|
|
| 35.4 |
|
|
| 38.6 |
|
Asphalt and paving services |
|
| 38.9 |
|
|
| 32.6 |
|
|
| 59.4 |
|
|
| 46.4 |
|
|
| 26.4 |
|
|
| 28.7 |
|
|
| 13.1 |
|
|
| 20.4 |
|
Products and services |
|
| 413.1 |
|
|
| 382.9 |
|
|
| 918.3 |
|
|
| 860.7 |
|
|
| 400.8 |
|
|
| 356.9 |
|
|
| 537.9 |
|
|
| 505.1 |
|
Freight |
|
| 1.3 |
|
|
| 0.9 |
|
|
| 1.7 |
|
|
| 0.3 |
|
|
| (1.7 | ) |
|
| 0.7 |
|
|
| (0.4 | ) |
|
| 0.5 |
|
Total Building Materials business |
|
| 414.4 |
|
|
| 383.8 |
|
|
| 920.0 |
|
|
| 861.0 |
|
|
| 399.1 |
|
|
| 357.6 |
|
|
| 537.5 |
|
|
| 505.6 |
|
Magnesia Specialties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Products and services |
|
| 28.1 |
|
|
| 21.0 |
|
|
| 84.4 |
|
|
| 65.3 |
|
|
| 25.8 |
|
|
| 27.9 |
|
|
| 52.6 |
|
|
| 56.3 |
|
Freight |
|
| (1.1 | ) |
|
| (1.0 | ) |
|
| (3.0 | ) |
|
| (3.2 | ) |
|
| (1.3 | ) |
|
| (0.9 | ) |
|
| (2.4 | ) |
|
| (1.9 | ) |
Total Magnesia Specialties |
|
| 27.0 |
|
|
| 20.0 |
|
|
| 81.4 |
|
|
| 62.1 |
|
|
| 24.5 |
|
|
| 27.0 |
|
|
| 50.2 |
|
|
| 54.4 |
|
Corporate |
|
| 0.5 |
|
|
| 0.7 |
|
|
| 0.3 |
|
|
| 4.3 |
|
|
| 1.6 |
|
|
| 0.5 |
|
|
| (6.4 | ) |
|
| (0.2 | ) |
Total |
| $ | 441.9 |
|
| $ | 404.5 |
|
| $ | 1,001.7 |
|
| $ | 927.4 |
|
| $ | 425.2 |
|
| $ | 385.1 |
|
| $ | 581.3 |
|
| $ | 559.8 |
|
Page 2524 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended SeptemberJune 30, 20212022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
13. Supplemental Cash Flow Information
|
|
Noncash investing and financing activities are as follows:
|
| Nine Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| September 30, |
|
| June 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2022 |
|
| 2021 |
| ||||
|
| (Dollars in Millions) |
|
| (Dollars in Millions) |
| ||||||||||
Noncash investing and financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Right-of-use assets obtained in exchange for new finance lease liabilities |
| $ | 177.8 |
|
| $ | 15.0 |
|
| $ | 7.0 |
|
| $ | 158.8 |
|
Right-of-use assets obtained in exchange for new operating lease liabilities |
| $ | 17.3 |
|
| $ | 29.3 |
|
| $ | 13.0 |
|
| $ | 13.2 |
|
Accrued liabilities for purchases of property, plant and equipment |
| $ | 28.6 |
|
| $ | 30.5 |
|
| $ | 27.3 |
|
| $ | 29.5 |
|
Remeasurement of operating lease right-of-use assets |
| $ | (12.4 | ) |
| $ | 1.9 |
|
| $ | (3.5 | ) |
| $ | (6.3 | ) |
|
|
|
|
|
|
|
|
| ||||||||
Remeasurement of finance lease right-of-use assets |
| $ | (6.4 | ) |
| $ | — |
|
For the ninesix months ended SeptemberJune 30, 2021, the right-of-use assets obtained in exchange for new finance lease liabilities balance waswere primarily attributable to the leaseslease of the new corporate headquarters, production equipment, and leases assumed as part acquisitions completed duringof the yearTiller acquisition..
Supplemental disclosures of cash flow information are as follows:
|
| Nine Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| September 30, |
|
| June 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2022 |
|
| 2021 |
| ||||
|
| (Dollars in Millions) |
|
| (Dollars in Millions) |
| ||||||||||
Cash paid for interest, net of capitalized amount |
| $ | 68.7 |
|
| $ | 74.7 |
|
| $ | 84.3 |
|
| $ | 53.6 |
|
Cash paid for income taxes, net of refunds |
| $ | 101.1 |
|
| $ | 68.9 |
|
| $ | 42.9 |
|
| $ | 56.9 |
|
During the ninesix months ended SeptemberJune 30, 2021, and 2020, the Company received proceeds of $13.9$11.2 million, and repaid $13.7 million of loans, respectively, related to its company-owned life insurance policies. The proceeds and repayment, as applicable, are included in the Investments in life insurance contracts, net, in the investing activities of the consolidated statements of cash flows.
14. Other Operating Income, Net
|
|
For the three and six months ended June 30, 2022, the increase in other operating income, net, was primarily attributable to the $151.7 million gain on the divestiture of the Colorado and Central Texas ready-mixed concrete operations. Other operating income, net, for the ninethree and six months ended SeptemberJune 30, 2021 included a $12.3 million gain on the sale of the Company’s former corporate headquarters of $12.3 million.headquarters.
15. Other operatingNonoperating Income, Net
Other nonoperating income, net, for the three months and ninesix months ended SeptemberJune 30, 20202022 included $69.9an $11.6 million on nonrecurring gains onpretax gain related to the salesrepurchase of investment land and divested assets, which are recorded in the West Group.Company’s debt.
Page 2625 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended SeptemberJune 30, 20212022
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
For the three and nine months ended September 30, 2021, the increase in other nonoperating income, net, was primarily attributable to lower pension expense of $3.9 million and $11.8 million, respectively, compared with the prior-year periods. For the nine months ended September 30, 2020, other nonoperating income, net, included $5.6 million of third-party railroad track maintenance expense and reflected a $8.9 million reduction in pension expense compared with the prior-year period.
|
|
On October 1, 2021, the Company successfully completed its previously announced acquisition of the Lehigh West Region business for $2.3 billion in cash. The acquisition was primarily financed using proceeds from the issuance of publicly traded debt during the quarter ended September 30, 2021.
Lehigh West Region has a portfolio of 17 active aggregates quarries, 2 cement plants (with related distribution terminals), and targeted downstream operations in 4 states. These operations provide a new upstream, materials-led growth platform across several of the nation’s largest and fastest growing megaregions in California and Arizona, solidifying the Company’s position as a leading coast-to-coast aggregates producer.
The acquisition reflects a stock transaction where the Company acquired 100% of the voting interest of the legal entities that comprise the Lehigh West Region. For tax purposes, the acquisition is being treated as an asset transaction. The Company acquired inventories; property, plant and equipment; intangible assets; right-of-use assets; and other assets; and assumed accrued liabilities, asset retirement obligations, lease obligations and other liabilities. The Company did not acquire any of Lehigh West Region’s cash, cash equivalents or accounts receivable nor did it assume any accounts payable, outstanding debt, or pension obligation. The Company is in the process of determining the acquisition-date fair values of assets acquired and liabilities assumed, and as of November 2, 2021, the initial accounting for the business combination has not been completed.
Page 27 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
OVERVIEW
Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. As of SeptemberJune 30, 2021,2022, the Company supplies aggregates (crushed stone, sand and gravel) through its network of approximately 320350 quarries, mines and distribution yards in 2628 states, Canada and The Bahamas. In the southwestern and western United States, Martin Marietta also provides cement and downstream products and services, namely, ready mixed concrete, asphalt and paving, in vertically-integrated structured markets where the Company has a leading aggregates position. TheIn addition, the Company also provides asphalthas one cement plant, cement distribution terminals and ready mixed concrete operations in Minnesota, subsequent to a business combination inCalifornia that are classified as assets held for sale and reported as discontinued operations as of and for the quartersix months ended June 30, 2021.2022. The Company’s heavy-side building materials are used in infrastructure, nonresidential and residential construction projects. Aggregates are also used in agricultural, utility and environmental applications and as railroad ballast. The aggregates, cement, ready mixed concrete and asphalt and paving product lines are reported collectively as the “Building Materials” business.
The Company’s Building Materials business includes two reportable segments: the East Group and the West Group.
| ||||||||||
|
|
| ||||||||
|
| East Group | West Group | |||||||
Operating Locations | Alabama, Florida, Georgia, Indiana, Iowa, |
| Arizona, Arkansas, California, Colorado, Louisiana, | |||||||
|
| |||||||||
Product Lines |
| Aggregates and Asphalt |
| Aggregates, Cement, Ready Mixed Concrete, Asphalt and Paving Services | ||||||
| ||||||||||
|
|
| ||||||||
Facility Types |
| Quarries, Mines, Asphalt Plants and Distribution Facilities | Quarries, Mines, Cement Plants, Asphalt Plants, Ready Mixed Concrete Plants and Distribution Facilities | |||||||
Modes of Transportation |
| Truck, |
| Truck, Rail and |
The Building Materials business is significantly affected by weather patterns and seasonal changes. Production and shipment levels for aggregates, cement, ready mixed concrete and asphalt materials correlate with general construction activity levels, most of which occur in the spring, summer and fall. Thus, production and shipment levels vary by quarter. Operations concentrated in the northern and midwestern United States generally experience more severe winter weather conditions than operations in the southeast, southwest and west. Excessive rainfall, and conversely excessive drought, can also jeopardize production, shipments and profitability in all markets served by the Company. Due to the potentially significant impact of weather on the Company’s operations, current-period results are not necessarily indicative of expected performance for other interim periods or the full year.
Page 26 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter June 30, 2022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
The Company has a Magnesia Specialties business with manufacturing facilities in Manistee, Michigan, and Woodville, Ohio. The Magnesia Specialties business produces magnesia-based chemicals products used in industrial, agricultural and environmental applications and dolomitic lime sold primarily to customers in the steel and mining industries.
Page 28 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
CRITICAL ACCOUNTING POLICIES
The Company outlined its critical accounting policies in its Annual Report on Form 10-K for the year ended December 31, 2020.2021. There were no changes to the Company’s critical accounting policies during the ninesix months ended SeptemberJune 30, 2021. 2022.
RESULTS OF OPERATIONS
Earnings from continuing operations before interest; income taxes; depreciation, depletion and amortization; the earnings/loss from nonconsolidated equity affiliates; acquisition-relatedacquisition and integration expenses; and the impact of selling acquired inventory after its markup to fair value as part of acquisition accountingaccounting; and the nonrecurring gain on divestiture (Adjusted EBITDA) is an indicator used by the Company and investors to evaluate the Company’s operating performance from period to period. Adjusted EBITDA is not defined by accounting principles generally accepted in the United States and, as such, should not be construed as an alternative to net earnings, earnings from operations or cash provided by operating activities. However, the Company’s management believes that Adjusted EBITDA may provide additional information with respect to the Company’s performance and is a measure used by management to evaluate the Company’s performance. Because Adjusted EBITDA excludes some, but not all, items that affect net earnings and may vary among companies, Adjusted EBITDA as presented by the Company may not be comparable with similarly titled measures of other companies.
A reconciliation of net earnings from continuing operations attributable to Martin Marietta to Adjusted EBITDA is as follows:
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||||||||||||||||||
|
| September 30, |
|
| September 30, |
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
|
| June 30, |
|
| June 30, |
| ||||||||||||||
|
| (Dollars in Millions) |
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| |||||||||||||||||
Net Earnings Attributable to Martin Marietta |
| $ | 254.6 |
|
| $ | 294.4 |
|
| $ | 545.7 |
|
| $ | 538.0 |
| ||||||||||||||||
Add back: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
|
| (Dollars in Millions) |
| |||||||||||||||||||||||||||||
Net earnings from continuing operations |
| $ | 353.2 |
|
| $ | 225.8 |
|
| $ | 377.7 |
|
| $ | 291.1 |
| ||||||||||||||||
Add back (Deduct): |
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||
Interest expense, net of interest income |
|
| 44.2 |
|
|
| 28.6 |
|
|
| 99.6 |
|
|
| 89.3 |
|
|
| 42.2 |
|
|
| 28.2 |
|
|
| 82.7 |
|
|
| 55.5 |
|
Income tax expense for controlling interests |
|
| 63.6 |
|
|
| 81.5 |
|
|
| 141.7 |
|
|
| 143.0 |
|
|
| 104.4 |
|
|
| 62.2 |
|
|
| 110.2 |
|
|
| 78.1 |
|
Depreciation, depletion and amortization and earnings/loss from nonconsolidated equity affiliates |
|
| 112.1 |
|
|
| 97.2 |
|
|
| 314.2 |
|
|
| 287.5 |
|
|
| 127.3 |
|
|
| 106.1 |
|
|
| 252.3 |
|
|
| 201.9 |
|
Acquisition-related expenses |
|
| 7.4 |
|
|
| — |
|
|
| 18.0 |
|
|
| — |
| ||||||||||||||||
Acquisition and integration expenses |
|
| 2.9 |
|
|
| 9.3 |
|
|
| 4.3 |
|
|
| 10.6 |
| ||||||||||||||||
Impact of selling acquired inventory after markup to fair value as a part of acquisition accounting |
|
| 8.1 |
|
|
| — |
|
|
| 15.7 |
|
|
| — |
|
|
| — |
|
|
| 7.6 |
|
|
| — |
|
|
| 7.6 |
|
Gain on divestiture |
|
| (151.7 | ) |
|
| — |
|
|
| (151.7 | ) |
|
| — |
| ||||||||||||||||
Adjusted EBITDA |
| $ | 490.0 |
|
| $ | 501.7 |
|
| $ | 1,134.9 |
|
| $ | 1,057.8 |
|
| $ | 478.3 |
|
| $ | 439.2 |
|
| $ | 675.5 |
|
| $ | 644.8 |
|
Page 2927 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter SeptemberJune 30, 20212022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
Adjusted earnings from operations and adjusted earnings per diluted share from continuing operations represent non-GAAP financial measures and exclude acquisition and integration expenses; the impact of selling acquired inventory after its markup to fair value as part of acquisition accounting and the impact of the gain on divestiture. Management presents these measures for investors to evaluate and forecast the Company’s results, as the impact of these items are non-recurring.
A reconciliation of consolidated earnings from operations to adjusted consolidated earnings from operations is as follows:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
| ||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Consolidated earnings from operations in |
| $ | 478.6 |
|
| $ | 307.5 |
|
| $ | 538.4 |
|
| $ | 406.8 |
|
Add back (Deduct): |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Acquisition and integration expenses |
|
| 2.9 |
|
|
| 9.3 |
|
|
| 4.3 |
|
|
| 10.6 |
|
Impact of selling acquired inventory after its |
|
| — |
|
|
| 7.6 |
|
|
| — |
|
|
| 7.6 |
|
Gain on divestiture |
|
| (151.7 | ) |
|
| — |
|
|
| (151.7 | ) |
|
| — |
|
Adjusted consolidated earnings from operations |
| $ | 329.8 |
|
| $ | 324.4 |
|
| $ | 391.0 |
|
| $ | 425.0 |
|
A reconciliation of earnings per diluted share from continuing operations to adjusted earnings per diluted share from continuing operations is as follows:
|
| Three Months Ended June 30, 2022 |
| |||||||||||||
|
| Pretax |
|
| Income Tax |
|
| After-Tax |
|
| Per Share |
| ||||
|
| (In Millions, Except per Share) |
| |||||||||||||
Earnings per diluted share from continuing |
|
|
|
|
|
|
|
|
|
| $ | 5.65 |
| |||
Impact of acquisition and integration expenses |
| $ | 2.9 |
|
| $ | (0.6 | ) |
| $ | 2.3 |
|
|
| 0.04 |
|
Impact of gain on divestiture |
| $ | (151.7 | ) |
| $ | 43.6 |
|
| $ | (108.1 | ) |
|
| (1.73 | ) |
Adjusted earnings per diluted share from |
|
|
|
|
|
|
|
|
|
| $ | 3.96 |
|
|
| Three Months Ended June 30, 2021 |
| |||||||||||||
|
| Pretax |
|
| Income Tax |
|
| After-Tax |
|
| Per Share |
| ||||
|
| (In Millions, Except per Share) |
| |||||||||||||
Earnings per diluted share from continuing |
|
|
|
|
|
|
|
|
|
| $ | 3.61 |
| |||
Impact of acquisition and integration expenses |
| $ | 9.3 |
|
| $ | (2.2 | ) |
| $ | 7.1 |
|
|
| 0.11 |
|
Impact of selling acquired inventory after its |
| $ | 7.6 |
|
| $ | (1.9 | ) |
| $ | 5.7 |
|
|
| 0.09 |
|
Adjusted earnings per diluted share from |
|
|
|
|
|
|
|
|
|
| $ | 3.81 |
|
Page 28 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter June 30, 2022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
|
| Six Months Ended June 30, 2022 |
| |||||||||||||
|
| Pretax |
|
| Income Tax |
|
| After-Tax |
|
| Per Share |
| ||||
|
| (In Millions, Except per Share) |
| |||||||||||||
Earnings per diluted share from continuing |
|
|
|
|
|
|
|
|
|
| $ | 6.04 |
| |||
Impact of acquisition and integration expenses |
| $ | 4.3 |
|
| $ | (0.9 | ) |
| $ | 3.4 |
|
|
| 0.05 |
|
Impact of gain on divestiture |
| $ | (151.7 | ) |
| $ | 43.6 |
|
| $ | (108.1 | ) |
|
| (1.73 | ) |
Adjusted earnings per diluted share from |
|
|
|
|
|
|
|
|
|
| $ | 4.36 |
|
|
| Six Months Ended June 30, 2021 |
| |||||||||||||
|
| Pretax |
|
| Income Tax |
|
| After-Tax |
|
| Per Share |
| ||||
|
| (In Millions, Except per Share) |
| |||||||||||||
Earnings per diluted share from continuing |
|
|
|
|
|
|
|
|
|
| $ | 4.65 |
| |||
Impact of acquisition and integration expenses |
| $ | 10.6 |
|
| $ | (2.4 | ) |
| $ | 8.2 |
|
|
| 0.13 |
|
Impact of selling acquired inventory after its |
| $ | 7.6 |
|
| $ | (1.9 | ) |
| $ | 5.7 |
|
|
| 0.09 |
|
Adjusted earnings per diluted share from |
|
|
|
|
|
|
|
|
|
| $ | 4.87 |
|
Mix-adjusted average selling price (mix-adjusted ASP) excludes the impacts of product, geographic and other mix from the current-period average selling price and is a non-GAAP measure. Mix-adjusted ASP is calculated by comparing current-period shipments to like-for-like shipments in the comparable prior period. Management uses this metric to evaluate the effectiveness of the Company’s pricing increases and believes this information is useful to investors as it provides same-on-same pricing trends.
Page 29 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter June 30, 2022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
The following reconciles reported average selling price to mix-adjusted ASP and corresponding variances.
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||||||||||||||||||||
|
| September 30, |
|
| September 30, |
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
|
| 2020 |
|
| June 30, |
|
| June 30, |
| |||||||||||||||
East Group - Aggregates: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||||||||||||||||||||
Organic East Group - Aggregates: |
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Reported average selling price |
| $ | 15.25 |
|
| $ | 15.19 |
|
| $ | 15.62 |
|
|
| $ | 15.26 |
|
| $ | 16.79 |
|
| $ | 15.59 |
|
| $ | 16.91 |
|
| $ | 15.86 |
| |
Adjustment for unfavorable impact of product, geographic and other mix |
|
| 0.31 |
|
|
|
|
|
|
| 0.04 |
|
|
|
| |||||||||||||||||||
Adjustment for favorable impact of product, geographic |
|
| (0.08 | ) |
|
|
|
| (0.06 | ) |
|
|
| |||||||||||||||||||||
Mix-adjusted ASP |
| $ | 16.71 |
|
|
|
| $ | 16.85 |
|
|
|
| |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Reported average selling price variance |
|
| 7.6 | % |
|
|
|
| 6.6 | % |
|
|
| |||||||||||||||||||||
Mix-adjusted ASP variance |
|
| 7.1 | % |
|
|
|
| 6.3 | % |
|
|
| |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Organic West Group - Aggregates: |
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Reported average selling price |
| $ | 15.67 |
|
| $ | 14.03 |
|
| $ | 15.37 |
|
| $ | 13.93 |
| ||||||||||||||||||
Adjustment for favorable impact of product, |
|
| (0.47 | ) |
|
|
|
| (0.45 | ) |
|
|
| |||||||||||||||||||||
Mix-adjusted ASP |
| $ | 15.20 |
|
|
|
| $ | 14.92 |
|
|
|
| |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Reported average selling price variance |
|
| 11.7 | % |
|
|
|
| 10.3 | % |
|
|
| |||||||||||||||||||||
Mix-adjusted ASP variance |
|
| 8.3 | % |
|
|
|
| 7.1 | % |
|
|
| |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total Organic Aggregates: |
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Reported average selling price |
| $ | 16.40 |
|
| $ | 15.07 |
|
| $ | 16.34 |
|
| $ | 15.17 |
| ||||||||||||||||||
Adjustment for favorable impact of product, |
|
| (0.20 | ) |
|
|
|
| (0.18 | ) |
|
|
| |||||||||||||||||||||
Mix-adjusted ASP |
| $ | 15.56 |
|
|
|
|
|
| $ | 15.66 |
|
|
|
| $ | 16.20 |
|
|
|
| $ | 16.16 |
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Reported average selling price variance |
|
| 0.4 | % |
|
|
|
|
|
| 2.4 | % |
|
|
|
|
| 8.8 | % |
|
|
|
| 7.7 | % |
|
|
| ||||||
Mix-adjusted ASP variance |
|
| 2.5 | % |
|
|
|
|
|
| 2.6 | % |
|
|
|
|
| 7.5 | % |
|
|
|
| 6.5 | % |
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Cement: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Reported average selling price |
| $ | 122.91 |
|
| $ | 113.41 |
|
| $ | 120.29 |
| $ | 113.83 |
|
| $ | 140.00 |
|
| $ | 122.11 |
|
| $ | 134.79 |
|
| $ | 118.80 |
| |||
Adjustment for favorable impact of product, geographic and other mix |
|
| (1.97 | ) |
|
|
|
|
|
| (1.52 | ) |
|
|
|
|
|
| (2.67 | ) |
|
|
|
| (2.04 | ) |
|
|
| |||||
Mix-adjusted ASP |
| $ | 120.94 |
|
|
|
|
|
| $ | 118.77 |
|
|
|
| $ | 137.33 |
|
|
|
| $ | 132.75 |
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Reported average selling price variance |
|
| 8.4 | % |
|
|
|
|
|
| 5.7 | % |
|
|
|
|
| 14.7 | % |
|
|
|
| 13.5 | % |
|
|
| ||||||
Mix-adjusted ASP variance |
|
| 6.6 | % |
|
|
|
|
|
| 4.3 | % |
|
|
|
|
| 12.5 | % |
|
|
|
| 11.7 | % |
|
|
|
Page 30 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter SeptemberJune 30, 20212022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
Quarter Ended SeptemberJune 30, 20212022
Financial highlights for the quarter ended SeptemberJune 30, 20212022 (unless noted, all comparisons are versus the prior-year quarter)quarter and for continuing operations):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes $8.1♦
(2)Includes $8.1 million of costs for selling acquired inventory after markup to fair value as a part of acquisition accounting and $7.4 million of acquisition-related expenses
(3)Includes nonrecurring gains on sales of investment land and divested assets of $69.9 million
(4) Includes nonrecurring gains on sales of investment land and divested assets, net of tax, of $54.1 million, or $0.87
(5)Includes $0.18costs for $3.96 compared with $3.81
selling acquired inventory after markup to fair value as a part of acquisition accounting and of acquisition-related expenses
Page 31 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter SeptemberJune 30, 20212022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
The following tables present total revenues, gross profit (loss), selling, general and administrative (SG&A) expenses and earnings (loss) from operations data for the Company and its reportable segments by product line for continuing operations for the three months ended SeptemberJune 30, 20212022 and 2020.2021. In each case, the data is stated as a percentage of revenues of the Company or the relevant segment or product line, as the case may be.
| Three Months Ended September 30, |
| ||||||||||||||
|
| 2021 |
|
|
|
|
|
| 2020 |
|
|
|
|
| ||
|
| Amount |
|
|
|
|
|
| Amount |
|
|
|
|
| ||
|
| (Dollars in Millions) |
| |||||||||||||
Total revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregates |
| $ | 569.7 |
|
|
|
|
|
| $ | 514.1 |
|
|
|
|
|
Asphalt |
|
| 80.2 |
|
|
|
|
|
|
| — |
|
|
|
|
|
Less: Interproduct revenues |
|
| (8.1 | ) |
|
|
|
|
|
| — |
|
|
|
|
|
East Group Total |
|
| 641.8 |
|
|
|
|
|
|
| 514.1 |
|
|
|
|
|
West Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregates |
|
| 287.4 |
|
|
|
|
|
|
| 252.8 |
|
|
|
|
|
Cement |
|
| 132.3 |
|
|
|
|
|
|
| 115.6 |
|
|
|
|
|
Ready mixed concrete |
|
| 320.8 |
|
|
|
|
|
|
| 254.6 |
|
|
|
|
|
Asphalt and paving |
|
| 115.7 |
|
|
|
|
|
|
| 129.8 |
|
|
|
|
|
Less: Interproduct revenues |
|
| (107.2 | ) |
|
|
|
|
|
| (81.4 | ) |
|
|
|
|
West Group Total |
|
| 749.0 |
|
|
|
|
|
|
| 671.4 |
|
|
|
|
|
Products and services |
|
| 1,390.8 |
|
|
|
|
|
|
| 1,185.5 |
|
|
|
|
|
Freight |
|
| 88.1 |
|
|
|
|
|
|
| 75.0 |
|
|
|
|
|
Total Building Materials business |
|
| 1,478.9 |
|
|
|
|
|
|
| 1,260.5 |
|
|
|
|
|
Magnesia Specialties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products |
|
| 71.9 |
|
|
|
|
|
|
| 55.2 |
|
|
|
|
|
Freight |
|
| 6.5 |
|
|
|
|
|
|
| 5.7 |
|
|
|
|
|
Total Magnesia Specialties |
|
| 78.4 |
|
|
|
|
|
|
| 60.9 |
|
|
|
|
|
Total |
| $ | 1,557.3 |
|
|
|
|
|
| $ | 1,321.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, 2022, earnings from operations for the West Group include a $151.7 million nonrecurring gain on divested assets.
|
| Three Months Ended June 30, | ||||||||||
|
| 2022 |
|
|
|
| 2021 |
|
|
| ||
|
| Amount |
|
|
|
| Amount |
|
|
| ||
|
| (Dollars in Millions) | ||||||||||
Total revenues: |
|
|
|
|
|
|
|
|
|
| ||
Building Materials business: |
|
|
|
|
|
|
|
|
|
| ||
Products and services |
|
|
|
|
|
|
|
|
|
| ||
East Group |
|
|
|
|
|
|
|
|
|
| ||
Aggregates |
| $ | 590.6 |
|
|
|
| $ | 554.2 |
|
|
|
Asphalt |
|
| 47.4 |
|
|
|
|
| 47.1 |
|
|
|
Less: Interproduct revenues |
|
| (5.6 | ) |
|
|
|
| (4.8 | ) |
|
|
East Group Total |
|
| 632.4 |
|
|
|
|
| 596.5 |
|
|
|
West Group |
|
|
|
|
|
|
|
|
|
| ||
Aggregates |
|
| 364.6 |
|
|
|
|
| 247.6 |
|
|
|
Cement |
|
| 157.9 |
|
|
|
|
| 116.5 |
|
|
|
Ready mixed concrete |
|
| 226.1 |
|
|
|
|
| 268.4 |
|
|
|
Asphalt and paving |
|
| 164.9 |
|
|
|
|
| 88.2 |
|
|
|
Less: Interproduct revenues |
|
| (96.7 | ) |
|
|
|
| (91.9 | ) |
|
|
West Group Total |
|
| 816.8 |
|
|
|
|
| 628.8 |
|
|
|
Products and services |
|
| 1,449.2 |
|
|
|
|
| 1,225.3 |
|
|
|
Freight |
|
| 110.8 |
|
|
|
|
| 76.8 |
|
|
|
Total Building Materials business |
|
| 1,560.0 |
|
|
|
|
| 1,302.1 |
|
|
|
Magnesia Specialties: |
|
|
|
|
|
|
|
|
|
| ||
Products |
|
| 74.6 |
|
|
|
|
| 70.0 |
|
|
|
Freight |
|
| 7.1 |
|
|
|
|
| 5.8 |
|
|
|
Total Magnesia Specialties |
|
| 81.7 |
|
|
|
|
| 75.8 |
|
|
|
Total |
| $ | 1,641.7 |
|
|
|
| $ | 1,377.9 |
|
|
|
Page 32 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter SeptemberJune 30, 20212022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
|
| Three Months Ended September 30, |
|
| Three Months Ended June 30, |
| ||||||||||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2022 |
|
| 2021 |
| ||||||||||||||||||||
|
| Amount |
|
| % of Revenues |
|
| Amount |
|
| % of Revenues |
|
| Amount |
|
| % of Revenues |
|
| Amount |
|
| % of Revenues |
| ||||||||
|
| (Dollars in Millions) |
|
| (Dollars in Millions) |
| ||||||||||||||||||||||||||
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Products and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
East Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Aggregates |
| $ | 215.6 |
|
|
| 37.9 |
|
| $ | 206.1 |
|
|
| 40.1 |
| ||||||||||||||||
Asphalt |
|
| 15.1 |
|
|
| 18.9 |
|
|
| — |
|
|
| — |
| ||||||||||||||||
East Group Total |
|
| 230.7 |
|
|
| 36.0 |
|
|
| 206.1 |
|
|
| 40.1 |
| ||||||||||||||||
West Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Aggregates |
|
| 77.3 |
|
|
| 26.9 |
|
|
| 73.0 |
|
|
| 28.9 |
|
|
| 309.0 |
|
|
| 32.3 |
|
| $ | 273.0 |
|
|
| 34.0 |
|
Cement |
|
| 49.9 |
|
|
| 37.7 |
|
|
| 46.5 |
|
|
| 40.2 |
|
|
| 51.1 |
|
|
| 32.4 |
|
|
| 36.1 |
|
|
| 31.0 |
|
Ready mixed concrete |
|
| 31.4 |
|
|
| 9.8 |
|
|
| 24.7 |
|
|
| 9.7 |
|
|
| 14.3 |
|
|
| 6.3 |
|
|
| 19.1 |
|
|
| 7.1 |
|
Asphalt and paving |
|
| 23.8 |
|
|
| 20.6 |
|
|
| 32.6 |
|
|
| 25.2 |
|
|
| 26.4 |
|
|
| 12.4 |
|
|
| 28.7 |
|
|
| 21.2 |
|
West Group Total |
|
| 182.4 |
|
|
| 24.3 |
|
|
| 176.8 |
|
|
| 26.3 |
| ||||||||||||||||
Products and services |
|
| 413.1 |
|
|
| 29.7 |
|
|
| 382.9 |
|
|
| 32.3 |
|
|
| 400.8 |
|
|
| 27.7 |
|
|
| 356.9 |
|
|
| 29.1 |
|
Freight |
|
| 1.3 |
|
|
|
|
|
|
| 0.9 |
|
|
|
|
|
|
| (1.7 | ) |
|
|
|
|
| 0.7 |
|
|
|
| ||
Total Building Materials business |
|
| 414.4 |
|
|
| 28.0 |
|
|
| 383.8 |
|
|
| 30.4 |
|
|
| 399.1 |
|
|
| 25.6 |
|
|
| 357.6 |
|
|
| 27.5 |
|
Magnesia Specialties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Products |
|
| 28.1 |
|
|
| 39.0 |
|
|
| 21.0 |
|
|
| 38.0 |
|
|
| 25.8 |
|
|
| 34.6 |
|
|
| 27.9 |
|
|
| 39.9 |
|
Freight |
|
| (1.1 | ) |
|
|
|
|
|
| (1.0 | ) |
|
|
|
|
|
| (1.3 | ) |
|
|
|
|
| (0.9 | ) |
|
|
| ||
Total Magnesia Specialties |
|
| 27.0 |
|
|
| 34.4 |
|
|
| 20.0 |
|
|
| 32.8 |
|
|
| 24.5 |
|
|
| 30.0 |
|
|
| 27.0 |
|
|
| 35.6 |
|
Corporate |
|
| 0.5 |
|
|
|
|
|
|
| 0.7 |
|
|
|
|
|
|
| 1.6 |
|
|
|
|
|
| 0.5 |
|
|
|
| ||
Total |
| $ | 441.9 |
|
|
| 28.4 |
|
| $ | 404.5 |
|
|
| 30.6 |
|
| $ | 425.2 |
|
|
| 25.9 |
|
| $ | 385.1 |
|
|
| 27.9 |
|
Aggregates Products Gross Profit Rollforward
The following presents a rollforward of aggregates products gross profit (dollars in millions):
Aggregates products gross profit, quarter ended September 30, 2020 |
| $ | 279.1 |
|
Volume |
|
| 17.8 |
|
Pricing |
|
| 28.7 |
|
Operational performance (1) |
|
| (32.7 | ) |
Change in aggregates products gross profit |
|
| 13.8 |
|
Aggregates products gross profit, quarter ended September 30, 2021 |
| $ | 292.9 |
|
(1) Inclusive of cost increases/decreases, product and geographic mix and other operating impacts
Page 33 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter SeptemberJune 30, 20212022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
|
| Three Months Ended June 30, |
| |||||||||||||
|
| 2022 |
|
| 2021 |
| ||||||||||
|
| Amount |
|
| % of |
|
| Amount |
|
| % of |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Selling, general & administrative expenses: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
East Group |
| $ | 28.7 |
|
|
|
|
| $ | 26.3 |
|
|
|
| ||
West Group |
|
| 41.7 |
|
|
|
|
|
| 33.6 |
|
|
|
| ||
Total Building Materials business |
|
| 70.4 |
|
|
|
|
|
| 59.9 |
|
|
|
| ||
Magnesia Specialties |
|
| 4.0 |
|
|
|
|
|
| 3.7 |
|
|
|
| ||
Corporate |
|
| 29.7 |
|
|
|
|
|
| 18.8 |
|
|
|
| ||
Total |
| $ | 104.1 |
|
|
| 6.3 |
|
| $ | 82.4 |
|
|
| 6.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| Three Months Ended June 30, |
| |||||||||||||
|
| 2022 |
|
| 2021 |
| ||||||||||
|
| Amount |
|
| % of Revenues |
|
| Amount |
|
| % of Revenues |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Earnings (Loss) from operations: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
East Group |
| $ | 210.6 |
|
|
|
|
| $ | 197.8 |
|
|
|
| ||
West Group |
|
| 274.5 |
|
|
|
|
|
| 101.8 |
|
|
|
| ||
Total Building Materials business |
|
| 485.1 |
|
|
|
|
|
| 299.6 |
|
|
|
| ||
Magnesia Specialties |
|
| 20.3 |
|
|
|
|
|
| 23.1 |
|
|
|
| ||
Corporate |
|
| (26.8 | ) |
|
|
|
|
| (15.2 | ) |
|
|
| ||
Total |
| $ | 478.6 |
|
|
| 29.2 |
|
| $ | 307.5 |
|
|
| 22.3 |
|
|
| Three Months Ended September 30, |
| |||||||||||||
|
| 2021 |
|
| 2020 |
| ||||||||||
|
| Amount |
|
| % of Revenues |
|
| Amount |
|
| % of Revenues |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Selling, general & administrative expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East Group |
| $ | 26.5 |
|
|
|
|
|
| $ | 24.9 |
|
|
|
|
|
West Group |
|
| 34.2 |
|
|
|
|
|
|
| 34.2 |
|
|
|
|
|
Total Building Materials business |
|
| 60.7 |
|
|
|
|
|
|
| 59.1 |
|
|
|
|
|
Magnesia Specialties |
|
| 3.8 |
|
|
|
|
|
|
| 3.6 |
|
|
|
|
|
Corporate |
|
| 21.5 |
|
|
|
|
|
|
| 8.4 |
|
|
|
|
|
Total |
| $ | 86.0 |
|
|
| 5.5 |
|
| $ | 71.1 |
|
|
| 5.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East Group |
| $ | 205.8 |
|
|
|
|
|
| $ | 181.4 |
|
|
|
|
|
West Group |
|
| 150.6 |
|
|
|
|
|
|
| 212.3 |
|
|
|
|
|
Total Building Materials business |
|
| 356.4 |
|
|
|
|
|
|
| 393.7 |
|
|
|
|
|
Magnesia Specialties |
|
| 23.1 |
|
|
|
|
|
|
| 16.4 |
|
|
|
|
|
Corporate |
|
| (22.6 | ) |
|
|
|
|
|
| (9.5 | ) |
|
|
|
|
Total |
| $ | 356.9 |
|
|
| 22.9 |
|
| $ | 400.6 |
|
|
| 30.3 |
|
Page 34 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter June 30, 2022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
Building Materials Business
The following tables present aggregates volume and pricing variance data and shipments data by segment:
|
| Three Months Ended |
| |||||||||||||
|
| September 30, 2021 |
|
| Three Months Ended |
| ||||||||||
|
| Volume |
|
| Pricing |
|
| June 30, 2022 |
| |||||||
Volume/Pricing variance(1) |
|
|
|
|
|
|
|
| ||||||||
|
| Volume |
|
| Pricing |
| ||||||||||
Volume/Pricing Variance(1) |
|
|
|
|
|
| ||||||||||
East Group |
|
| 10.1 | % |
|
| 0.4 | % |
|
| (1.0 | )% |
|
| 7.6 | % |
West Group |
|
| 10.4 | % |
|
| 2.8 | % |
|
| 30.0 | % |
|
| 11.6 | % |
Total aggregates operations(2) |
|
| 10.2 | % |
|
| 1.2 | % |
|
| 9.3 | % |
|
| 8.4 | % |
Organic aggregates operations(3) |
|
| 6.0 | % |
|
| 2.2 | % |
|
| 1.8 | % |
|
| 8.8 | % |
|
| Three Months Ended |
| |||||
|
| June 30, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
|
| (Tons in Millions) |
| |||||
Shipments |
|
|
|
|
|
| ||
East Group |
|
| 35.0 |
|
|
| 35.4 |
|
West Group |
|
| 22.8 |
|
|
| 17.5 |
|
Total aggregates operations(2) |
|
| 57.8 |
|
|
| 52.9 |
|
Page 34 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
|
| Three Months Ended |
| |||||
|
| September 30, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
|
| (Tons in Millions) |
| |||||
Shipments |
|
|
|
|
|
|
|
|
East Group |
|
| 37.1 |
|
|
| 33.7 |
|
West Group |
|
| 19.9 |
|
|
| 18.1 |
|
Total aggregates operations(2) |
|
| 57.0 |
|
|
| 51.8 |
|
(1) Volume/pricing variances reflect the percentage increase/(decrease)increase from the comparable period in the prior year.
(2)(2) Total aggregates operations include acquisitions from the date of acquisition and divestitures through the date of disposal.
(3) Organic aggregates operations exclude volume and pricing data for acquisitions that have not been included in prior-year operations for the comparable period and divestitures.
Page 35 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter June 30, 2022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
The following table presents shipments data by product line for the Building Materials business:
|
| Three Months Ended |
| |||||||||||||||||||||
|
| September 30, |
|
| Three Months Ended June 30, |
| ||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| % Change |
|
| 2022 |
|
| 2021 |
|
| % Change |
| ||||||
Shipments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Aggregates (in millions): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Tons to external customers |
|
| 52.0 |
|
|
| 48.1 |
|
|
|
|
|
|
| 53.5 |
|
|
| 48.8 |
|
|
|
| |
Internal tons used in other product lines |
|
| 5.0 |
|
|
| 3.7 |
|
|
|
|
|
|
| 4.3 |
|
|
| 4.1 |
|
|
|
| |
Total aggregates tons |
|
| 57.0 |
|
|
| 51.8 |
|
|
| 10.2 | % |
|
| 57.8 |
|
|
| 52.9 |
|
|
| 9.3 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cement (in millions): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Tons to external customers |
|
| 0.7 |
|
| �� | 0.7 |
|
|
|
|
|
|
| 0.8 |
|
|
| 0.5 |
|
|
|
| |
Internal tons used in ready mixed concrete |
|
| 0.4 |
|
|
| 0.3 |
|
|
|
|
|
|
| 0.3 |
|
|
| 0.4 |
|
|
|
| |
Total cement tons |
|
| 1.1 |
|
|
| 1.0 |
|
|
| 4.1 | % |
|
| 1.1 |
|
|
| 0.9 |
|
|
| 19.8 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Ready Mixed Concrete (in millions of cubic yards) |
|
| 2.7 |
|
|
| 2.2 |
|
|
| 23.2 | % |
|
| 1.8 |
|
|
| 2.3 |
|
|
| (22.6 | )% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Asphalt (in millions): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Tons to external customers |
|
| 2.0 |
|
|
| 0.3 |
|
|
|
|
|
|
| 1.9 |
|
|
| 1.2 |
|
|
|
| |
Internal tons used in paving business |
|
| 0.8 |
|
|
| 1.0 |
|
|
|
|
|
|
| 0.7 |
|
|
| 0.6 |
|
|
|
| |
Total asphalt tons |
|
| 2.8 |
|
|
| 1.3 |
|
|
| 115.9 | % |
|
| 2.6 |
|
|
| 1.8 |
|
|
| 40.2 | % |
Page 35 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
The average selling price by product line for the Building Materials business is as follows:
|
| Three Months Ended |
| |||||||||||||||||||||
|
| September 30, |
|
| Three Months Ended June 30, |
| ||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| % Change |
|
| 2022 |
|
| 2021 |
|
| % Change |
| ||||||
Aggregates (per ton) |
| $ | 14.93 |
|
| $ | 14.75 |
|
|
| 1.2 | % |
| $ | 16.34 |
|
| $ | 15.07 |
|
|
| 8.4 | % |
Cement (per ton) |
| $ | 122.91 |
|
| $ | 113.41 |
|
|
| 8.4 | % |
| $ | 140.00 |
|
| $ | 122.11 |
|
|
| 14.7 | % |
Ready Mixed Concrete (per cubic yard) |
| $ | 116.75 |
|
| $ | 114.15 |
|
|
| 2.3 | % |
| $ | 124.51 |
|
| $ | 114.27 |
|
|
| 9.0 | % |
Asphalt (per ton) |
| $ | 48.72 |
|
| $ | 49.56 |
|
|
| (1.7 | )% |
| $ | 60.54 |
|
| $ | 48.83 |
|
|
| 24.0 | % |
Aggregates End-Use Markets
AggregatesOrganic aggregates shipments to the infrastructure market increased 5%, primarily driven by strong underlying demand.increased highway projects in Indiana, Arkansas, Colorado and the Gulf Coast. The infrastructure market accounted for 36%35% of third-quartersecond-quarter organic aggregates shipments.
AggregatesOrganic aggregates shipments to the nonresidential market increased 17%, driven by robust demand in heavy industrial projects of scale across our geographic footprint.were flat compared to a strong prior-year quarter. The nonresidential market represented 35% of third-quartersecond-quarter organic aggregates shipments.
AggregatesOrganic aggregates shipments to the residential market increased 8%. Low available resale inventory4%, reflecting strong demand in Texas and underbuilt single-familyColorado that was partially offset by supply chain issues and decreased housing conditions continued to drive robust residential construction activity.starts in the East. The residential market accounted for 24%25% of third-quartersecond-quarter organic aggregates shipments.
The ChemRock/Rail market accounted for the remaining 5% of third-quartersecond-quarter organic aggregates shipments. Volumes to this end use increased 14%decreased 10%, driven by increased aglimelower ballast shipments in Iowa.
Building Materials Business Product Linesto the Class I western railroads.
Third-quarter aggregates shipments, including shipments from acquired operations, grew 10.2% compared with prior-year quarter. Acquired operations have selling prices below the Company’s average which limited pricing growth to 1.2%. Organic aggregates shipments increased 6.0% while pricing increased 2.2%, reflecting a higher percentage of lower-priced base stone shipments and opportunistic sales of low-priced excess fill material. East Group shipments increased 10.1%, reflecting strong construction activity across all three primary end-use markets and shipments from the recently acquired Tiller operations. Pricing increased 0.4% in the East Group, inclusive of acquisitions. On a mix-adjusted basis, East Group pricing grew 2.5%. West Group shipments increased 10.4%, from strong underlying demand in both Texas and Colorado, improving energy-sector activity and shipments from the recent SCC acquisition in Texas. West Group pricing increased 2.8%. Aggregates product gross margin decreased 220 basis points to 34.2%, driven primarily by higher diesel costs, higher repairs, maintenance and contract service costs and an increase in cost of revenues from the impact of selling acquired inventory after its markup to fair value as part of acquisition accounting, partially offset by higher average selling prices
Cement shipments increased 4.1% benefitting from robust construction activity throughout the Texas Triangle and improving demand for specialty oil-well cement products. Cement pricing improved 8.4%, or 6.6% on a mix-adjusted basis, reflecting periodic price increases. Product gross margin declined 250 basis points to 37.7%, as higher energy, operating and raw materials costs more than offset pricing gains.
Ready mixed concrete shipments increased 23.2%, or 20.5% organically, reflecting the healthy Texas and Colorado demand environment. Pricing increased 2.3% in third quarter 2021 compared with third quarter 2020, following the implementation of mid-year price increases in Texas. Product gross margin increased modestly to 9.8%, as volume and
Page 36 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter SeptemberJune 30, 20212022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
pricing growth overcame higher raw material and diesel costs. Asphalt(Continued)
Building Materials Business
Second-quarter organic aggregates shipments increased 115.9%1.8%, as incremental volume from the Tiller acquisition more than offset Colorado shipment declines resulting from the late-summer liquid asphalt shortages that have since been resolved. Asphalt pricing decreased 1.7%, reflecting a higher percentage of lower-priced shipments from the Company’s newly-acquired Minnesota business.healthy underlying public and private product demand was partially constrained by supply chain and logistics-related bottlenecks. Organic pricing increased 1.2%8.8%, or 7.5% on a mix-adjusted basis, over the prior-year quarter as the Company began to benefit from April 1 price increases. Including acquired operations, total aggregates shipments and pricing grew 9.3% and 8.4%, respectively. East Group total shipments decreased 1.0%, as strong underlying demand was negatively impacted from unfavorable weather in April, coupled with rail and marine-shipping challenges. East Group pricing increased 7.6%. AsphaltWest Group total shipments improved 30.0%, driven primarily by contributions from acquired operations and paving productsstrong Texas customer demand. West Group pricing, inclusive of acquisitions, increased 11.6%. West Group organic pricing increased 11.7%, or 8.3% on a mix-adjusted basis, benefitting from increased sales of higher-priced clean stone and serviceslong-haul shipments from higher-priced distribution yards. Second-quarter aggregates product gross profit improved 13.2% to $309.0 million while gross margin decreased 530declined 170 basis points to 32.3%, primarily due to significantly higher energy, contract services, supplies and internal freight costs.
Cement shipments increased 19.8% to a new quarterly record of 1.1 million tons while pricing increased 14.7%, or 12.5% on a mix-adjusted basis, driven by higher raw material costscontinued strong demand and operational disruptionstight cement supply in Texas. Cement product gross profit grew to $51.1 million, an increase of 41.7%, and gross margin expanded 140 basis points to 32.4%, driven by volume and pricing gains but partially offset by significant energy-related headwinds and unplanned kiln outages at both the Midlothian and Hunter plants.
On an organic basis, ready mix shipments and pricing increased 3.4% and 17.4%, respectively, driven by strong demand in Dallas/Fort Worth, Austin and San Antonio. Ready mix product revenues and gross profit from continuing operations declined 15.8% and 25.1%, respectively, driven primarily by the divestiture of our Colorado and Central Texas ready mix concrete businesses on April 1, which was partially offset by acquired operations in Arizona.
Including contributions from the Coloradoacquired West Coast operations, total asphalt shipments and pricing increased 40.2% and 24.0%, respectively. However, rapid cost acceleration of liquid asphalt, shortage.or bitumen, contributed to the gross margin compression of 880 basis points in the second quarter.
Magnesia Specialties Business
Magnesia Specialties third-quartersecond-quarter product revenues increased 30.3%6.6% to $71.9$74.6 million, reflecting improveddriven by continued strong global demand for chemicals and lime products compared with a COVID-19-challenged prior-year quarter.magnesia-based chemical products. Product gross profit was $28.1declined 7.6% to $25.8 million, compared with $21.0 million. Product gross margin increased 100 basis points to 39.0% on strong volume and price increases. Third-quarter earnings from operations were $23.1 millionas higher energy costs pressured margins in 2021 compared with $16.4 million in 2020.the quarter.
Consolidated Operating Results
Consolidated SG&A for thirdsecond quarter 20212022 was 5.5%6.3% of total revenues compared with 5.4%6.0% in the prior-year quarter. During the third quarter, 2021, the Company incurred $0.2 million in COVID-19-related expenses versus $1.3 million in the prior-year quarter. Prior year spending included stock buildan increase of enhanced personal protective equipment, as well as cleaning and sanitizing protocols across the Company’s operations, which are recorded in SG&A. The Company incurred acquisition-related expenses of $7.4 million in the quarter ended September 30 2021 versus $0.4 million in the prior-year quarter.basis points. Earnings from operations for the quarter were $356.9$478.6 million in 2022 compared with $307.5 million in 2021, compared with $400.6the increase driven by the $151.7 million in 2020. gain on the divestiture of the Colorado and Central Texas ready-mixed concrete operations and year-over-year price increases, partially offset by higher costs for energy, supplies, freight and personnel.
Among other items, other operating income, net, includes gains and losses on the sale of assets; recoveries and write-offs related to customer accounts receivable; rental, royalty and services income; accretion expense, depreciation expense and gains and losses related to asset retirement obligations. For the thirdsecond quarter, consolidated other operating income, net, was $8.4income of $160.4 million in 20212022 and $67.6$14.1 million in 2020.2021. The increase in other operating income, in 2020 included $69.9net, was primarily attributable to the $151.7 million of nonrecurring gainsgain on the salesdivestiture of investment landthe Colorado and divested assets.Central Texas ready-mixed concrete
Page 37 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter June 30, 2022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
operations. Other operating income, net, for the three months ended June 30, 2021 included a $12.3 million gain on the sale of the Company’s former corporate headquarters.
Other nonoperating income, net, includes interest income; pension and postretirement benefit cost excluding service cost; foreign currency transaction gains and losses; equity earnings or losses from nonconsolidated affiliates and other miscellaneous income and expenses. For the thirdsecond quarter, other nonoperating income, net, was $5.6$22.0 million and $4.0$8.7 million in 20212022 and 2020,2021, respectively. The 20212022 amount reflected $3.9included an $11.6 million pretax gain related to repurchases of lower pension expense.the Company’s debt.
Six Months Ended June 30, 2022
Financial highlights for the six months ended June 30, 2022 (unless noted, all comparisons are versus the prior-year period:
Page 3738 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter SeptemberJune 30, 20212022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
Nine Months Ended September 30, 2021(Continued)
Financial highlights for the nine months ended September 30, 2021 (unless noted, all comparisons are versus the prior-year period):
|
|
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|
(1) Includes $15.7 million of costs for selling acquired inventory after markup to fair value as a part of acquisition accounting
(2)Includes $15.7 million of costs for selling acquired inventory after markup to fair value as a part of acquisition accounting and $18.0 million of acquisition-related expenses
(3)Includes nonrecurring gains on sales of investment land and divested assets of $69.9 million
(4) Includes nonrecurring gains on sales of investment land and divested assets, net of tax, of $54.1 million, or $0.87 per diluted share
(5)Includes $0.40 per diluted share of costs for selling acquired inventory after markup to fair value as a part of acquisition accounting and acquisition-related expenses
Page 38 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
The following tables present total revenues, gross profit (loss), SG&Aselling, general and administrative (SG&A) expenses and earnings (loss) from operations data for the Company and its reportable segments by product line for continuing operations for the ninesix months ended SeptemberJune 30, 20212022 and 2020.2021. In each case, the data is stated as a percentage of revenues of the Company or the relevant segment or product line, as the case may be. For the six months ended June 30, 2022, earnings from operations for the West Group include a $151.7 million nonrecurring gain on divested assets.
|
| Nine Months Ended September 30, |
|
| Six Months Ended June 30, | |||||||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| 2022 |
|
| 2021 |
|
| |||||||||||||||
|
| Amount |
|
| % of Revenues |
|
| Amount |
|
| % of Revenues |
|
| Amount |
|
|
|
| Amount |
|
|
| ||||||
|
| (Dollars in Millions) |
|
| (Dollars in Millions) | |||||||||||||||||||||||
Total revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Products and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
East Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Aggregates |
| $ | 1,496.5 |
|
|
|
|
|
| $ | 1,371.8 |
|
|
|
|
|
| $ | 985.6 |
|
|
|
| $ | 926.8 |
|
|
|
Asphalt |
|
| 127.3 |
|
|
|
|
|
|
| — |
|
|
|
|
|
|
| 47.5 |
|
|
|
|
| 47.1 |
|
|
|
Less: Interproduct revenues |
|
| (12.9 | ) |
|
|
|
|
|
| — |
|
|
|
|
|
|
| (6.1 | ) |
|
|
|
| (4.8 | ) |
|
|
East Group Total |
|
| 1,610.9 |
|
|
|
|
|
|
| 1,371.8 |
|
|
|
|
|
|
| 1,027.0 |
|
|
|
|
| 969.1 |
|
|
|
West Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Aggregates |
|
| 735.0 |
|
|
|
|
|
|
| 720.3 |
|
|
|
|
|
|
| 655.5 |
|
|
|
|
| 447.6 |
|
|
|
Cement |
|
| 358.4 |
|
|
|
|
|
|
| 331.7 |
|
|
|
|
|
|
| 292.2 |
|
|
|
|
| 226.1 |
|
|
|
Ready mixed concrete |
|
| 824.5 |
|
|
|
|
|
|
| 689.4 |
|
|
|
|
|
|
| 516.2 |
|
|
|
|
| 503.7 |
|
|
|
Asphalt and paving |
|
| 216.2 |
|
|
|
|
|
|
| 254.9 |
|
|
|
|
|
|
| 219.6 |
|
|
|
|
| 100.5 |
|
|
|
Less: Interproduct revenues |
|
| (272.2 | ) |
|
|
|
|
|
| (210.9 | ) |
|
|
|
|
|
| (184.3 | ) |
|
|
|
| (165.0 | ) |
|
|
West Group Total |
|
| 1,861.9 |
|
|
|
|
|
|
| 1,785.4 |
|
|
|
|
|
|
| 1,499.2 |
|
|
|
|
| 1,112.9 |
|
|
|
Products and services |
|
| 3,472.8 |
|
|
|
|
|
|
| 3,157.2 |
|
|
|
|
|
|
| 2,526.2 |
|
|
|
|
| 2,082.0 |
|
|
|
Freight |
|
| 219.8 |
|
|
|
|
|
|
| 212.9 |
|
|
|
|
|
|
| 187.6 |
|
|
|
|
| 131.6 |
|
|
|
Total Building Materials business |
|
| 3,692.6 |
|
|
|
|
|
|
| 3,370.1 |
|
|
|
|
|
|
| 2,713.8 |
|
|
|
|
| 2,213.6 |
|
|
|
Magnesia Specialties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Products |
|
| 207.1 |
|
|
|
|
|
|
| 164.0 |
|
|
|
|
|
|
| 145.4 |
|
|
|
|
| 135.2 |
|
|
|
Freight |
|
| 17.9 |
|
|
|
|
|
|
| 16.2 |
|
|
|
|
|
|
| 13.3 |
|
|
|
|
| 11.5 |
|
|
|
Total Magnesia Specialties |
|
| 225.0 |
|
|
|
|
|
|
| 180.2 |
|
|
|
|
|
|
| 158.7 |
|
|
|
|
| 146.7 |
|
|
|
Total |
| $ | 3,917.6 |
|
|
|
|
|
| $ | 3,550.3 |
|
|
|
|
|
| $ | 2,872.5 |
|
|
|
| $ | 2,360.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Page 39 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter SeptemberJune 30, 20212022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
|
| Nine Months Ended September 30, |
| |||||||||||||
|
| 2021 |
|
| 2020 |
| ||||||||||
|
| Amount |
|
| % of Revenues |
|
| Amount |
|
| % of Revenues |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregates |
| $ | 514.3 |
|
|
| 34.4 |
|
| $ | 460.0 |
|
|
| 33.5 |
|
Asphalt |
|
| 26.9 |
|
|
| 21.1 |
|
|
| — |
|
|
| — |
|
East Group Total |
|
| 541.2 |
|
|
| 33.6 |
|
|
| 460.0 |
|
|
| 33.5 |
|
West Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregates |
|
| 173.4 |
|
|
| 23.6 |
|
|
| 180.4 |
|
|
| 25.0 |
|
Cement |
|
| 101.3 |
|
|
| 28.3 |
|
|
| 117.2 |
|
|
| 35.3 |
|
Ready mixed concrete |
|
| 69.9 |
|
|
| 8.5 |
|
|
| 56.7 |
|
|
| 8.2 |
|
Asphalt and paving |
|
| 32.5 |
|
|
| 15.0 |
|
|
| 46.4 |
|
|
| 18.2 |
|
West Group Total |
|
| 377.1 |
|
|
| 20.3 |
|
|
| 400.7 |
|
|
| 22.4 |
|
Products and services |
|
| 918.3 |
|
|
| 26.4 |
|
|
| 860.7 |
|
|
| 27.3 |
|
Freight |
|
| 1.7 |
|
|
|
|
|
|
| 0.3 |
|
|
|
|
|
Total Building Materials business |
|
| 920.0 |
|
|
| 24.9 |
|
|
| 861.0 |
|
|
| 25.5 |
|
Magnesia Specialties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products |
|
| 84.4 |
|
|
| 40.7 |
|
|
| 65.3 |
|
|
| 39.8 |
|
Freight |
|
| (3.0 | ) |
|
|
|
|
|
| (3.2 | ) |
|
|
|
|
Total Magnesia Specialties |
|
| 81.4 |
|
|
| 36.2 |
|
|
| 62.1 |
|
|
| 34.5 |
|
Corporate |
|
| 0.3 |
|
|
|
|
| �� |
| 4.3 |
|
|
|
|
|
Total |
| $ | 1,001.7 |
|
|
| 25.6 |
|
| $ | 927.4 |
|
|
| 26.1 |
|
Aggregates Products Gross Profit Rollforward
The following presents a rollforward of aggregates products gross profit (dollars in millions):
Aggregates products gross profit, nine months ended September 30, 2020 |
| $ | 640.4 |
|
Volume |
|
| 62.2 |
|
Pricing |
|
| 31.4 |
|
Operational performance (1) |
|
| (46.3 | ) |
Change in aggregates products gross profit |
|
| 47.3 |
|
Aggregates products gross profit, nine months ended September 30, 2021 |
| $ | 687.7 |
|
(1) Inclusive of cost increases/decreases, product and geographic mix and other operating impacts
(Continued)
|
| Six Months Ended June 30, |
| |||||||||||||
|
| 2022 |
|
| 2021 |
| ||||||||||
|
| Amount |
|
| % of Revenues |
|
| Amount |
|
| % of Revenues |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Aggregates |
| $ | 410.9 |
|
|
| 25.0 |
|
| $ | 394.7 |
|
|
| 28.7 |
|
Cement |
|
| 78.5 |
|
|
| 26.9 |
|
|
| 51.4 |
|
|
| 22.7 |
|
Ready mixed concrete |
|
| 35.4 |
|
|
| 6.9 |
|
|
| 38.6 |
|
|
| 7.7 |
|
Asphalt and paving |
|
| 13.1 |
|
|
| 4.9 |
|
|
| 20.4 |
|
|
| 13.9 |
|
Products and services |
|
| 537.9 |
|
|
| 21.3 |
|
|
| 505.1 |
|
|
| 24.3 |
|
Freight |
|
| (0.4 | ) |
|
|
|
|
| 0.5 |
|
|
|
| ||
Total Building Materials business |
|
| 537.5 |
|
|
| 19.8 |
|
|
| 505.6 |
|
|
| 22.8 |
|
Magnesia Specialties: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Products |
|
| 52.6 |
|
|
| 36.2 |
|
|
| 56.3 |
|
|
| 41.7 |
|
Freight |
|
| (2.4 | ) |
|
|
|
|
| (1.9 | ) |
|
|
| ||
Total Magnesia Specialties |
|
| 50.2 |
|
|
| 31.6 |
|
|
| 54.4 |
|
|
| 37.1 |
|
Corporate |
|
| (6.4 | ) |
|
|
|
|
| (0.2 | ) |
|
|
| ||
Total |
| $ | 581.3 |
|
|
| 20.2 |
|
| $ | 559.8 |
|
|
| 23.7 |
|
|
| Six Months Ended June 30, |
| |||||||||||||
|
| 2022 |
|
| 2021 |
| ||||||||||
|
| Amount |
|
| % of Total Revenues |
|
| Amount |
|
| % of Total Revenues |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Selling, general & administrative expenses: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
East Group |
| $ | 57.5 |
|
|
|
|
| $ | 50.5 |
|
|
|
| ||
West Group |
|
| 83.0 |
|
|
|
|
|
| 66.9 |
|
|
|
| ||
Total Building Materials business |
|
| 140.5 |
|
|
|
|
|
| 117.4 |
|
|
|
| ||
Magnesia Specialties |
|
| 8.0 |
|
|
|
|
|
| 7.4 |
|
|
|
| ||
Corporate |
|
| 52.7 |
|
|
|
|
|
| 37.4 |
|
|
|
| ||
Total |
| $ | 201.2 |
|
|
| 7.0 |
|
| $ | 162.2 |
|
|
| 6.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Earnings (Loss) from operations: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
East Group |
| $ | 238.5 |
|
|
|
|
| $ | 259.5 |
|
|
|
| ||
West Group |
|
| 317.6 |
|
|
|
|
|
| 133.6 |
|
|
|
| ||
Total Building Materials business |
|
| 556.1 |
|
|
|
|
|
| 393.1 |
|
|
|
| ||
Magnesia Specialties |
|
| 41.8 |
|
|
|
|
|
| 46.7 |
|
|
|
| ||
Corporate |
|
| (59.5 | ) |
|
|
|
|
| (33.0 | ) |
|
|
| ||
Total |
| $ | 538.4 |
|
|
| 18.7 |
|
| $ | 406.8 |
|
|
| 17.2 |
|
Page 40 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter SeptemberJune 30, 20212022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
|
| Nine Months Ended September 30, |
| |||||||||||||
|
| 2021 |
|
| 2020 |
| ||||||||||
|
| Amount |
|
| % of Total Revenues |
|
| Amount |
|
| % of Total Revenues |
| ||||
|
| (Dollars in Millions) |
| |||||||||||||
Selling, general & administrative expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East Group |
| $ | 77.0 |
|
|
|
|
|
| $ | 74.0 |
|
|
|
|
|
West Group |
|
| 101.1 |
|
|
|
|
|
|
| 100.2 |
|
|
|
|
|
Total Building Materials business |
|
| 178.1 |
|
|
|
|
|
|
| 174.2 |
|
|
|
|
|
Magnesia Specialties |
|
| 11.1 |
|
|
|
|
|
|
| 10.4 |
|
|
|
|
|
Corporate |
|
| 59.0 |
|
|
|
|
|
|
| 36.4 |
|
|
|
|
|
Total |
| $ | 248.2 |
|
|
| 6.3 |
|
| $ | 221.0 |
|
|
| 6.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East Group |
| $ | 465.3 |
|
|
|
|
|
| $ | 386.1 |
|
|
|
|
|
West Group |
|
| 284.2 |
|
|
|
|
|
|
| 368.2 |
|
|
|
|
|
Total Building Materials business |
|
| 749.5 |
|
|
|
|
|
|
| 754.3 |
|
|
|
|
|
Magnesia Specialties |
|
| 69.8 |
|
|
|
|
|
|
| 51.2 |
|
|
|
|
|
Corporate |
|
| (55.6 | ) |
|
|
|
|
|
| (40.7 | ) |
|
|
|
|
Total |
| $ | 763.7 |
|
|
| 19.5 |
|
| $ | 764.8 |
|
|
| 21.5 |
|
Building Materials Business
The following tables present aggregates volume and pricing variance data and shipments data by segment:
|
| Nine Months Ended |
| |||||||||||||
|
| September 30, 2021 |
|
| Six Months Ended |
| ||||||||||
|
| Volume |
|
| Pricing |
|
| June 30, 2022 |
| |||||||
Volume/Pricing variance(1) |
|
|
|
|
|
|
|
| ||||||||
|
| Volume |
|
| Pricing |
| ||||||||||
Volume/Pricing Variance(1) |
|
|
|
|
|
| ||||||||||
East Group |
|
| 6.5 | % |
|
| 2.4 | % |
|
| (0.1 | )% |
|
| 6.6 | % |
West Group |
|
| 0.0 | % |
|
| 1.9 | % |
|
| 31.2 | % |
|
| 10.4 | % |
Total aggregates operations(2) |
|
| 4.1 | % |
|
| 2.4 | % |
|
| 11.0 | % |
|
| 7.2 | % |
Organic aggregates operations(3) |
|
| 2.0 | % |
|
| 2.9 | % |
|
| 2.4 | % |
|
| 7.7 | % |
Page 41 of 54
|
| Six Months Ended |
| |||||
|
| June 30, |
| |||||
|
| 2022 |
|
| 2021 |
| ||
|
| (Tons in Millions) |
| |||||
Shipments |
|
|
|
|
|
| ||
East Group |
|
| 58.0 |
|
|
| 58.1 |
|
West Group |
|
| 41.9 |
|
|
| 31.9 |
|
Total aggregates operations(2) |
|
| 99.9 |
|
|
| 90.0 |
|
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
|
| Nine Months Ended |
| |||||
|
| September 30, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
|
| (Tons in Millions) |
| |||||
Shipments |
|
|
|
|
|
|
|
|
East Group |
|
| 95.2 |
|
|
| 89.4 |
|
West Group |
|
| 51.8 |
|
|
| 51.8 |
|
Total aggregates operations(2) |
|
| 147.0 |
|
|
| 141.2 |
|
(1) Volume/pricing variances reflect the percentage increase/(decrease)increase from the comparable period in the prior year.
(2) Total aggregates operations include acquisitions from the date of acquisition and divestitures through the date of disposal.
(3) Organic aggregates operations exclude volume and pricing data for acquisitions that have not been included in prior-year operations for the comparable period and divestitures.
Page 41 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter June 30, 2022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
The following table presents shipments data by product line for the Building Materials business:business by product line:
|
| Nine Months Ended |
| |||||||||
|
| September 30, |
| |||||||||
|
| 2021 |
|
| 2020 |
|
| % Change |
| |||
Shipments |
|
|
|
|
|
|
|
|
|
|
|
|
Aggregates (in millions): |
|
|
|
|
|
|
|
|
|
|
|
|
Tons to external customers |
|
| 135.2 |
|
|
| 131.9 |
|
|
|
|
|
Internal tons used in other product lines |
|
| 11.8 |
|
|
| 9.3 |
|
|
|
|
|
Total aggregates tons |
|
| 147.0 |
|
|
| 141.2 |
|
|
| 4.1 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cement (in millions): |
|
|
|
|
|
|
|
|
|
|
|
|
Tons to external customers |
|
| 1.8 |
|
|
| 2.0 |
|
|
|
|
|
Internal tons used in ready mixed concrete |
|
| 1.1 |
|
|
| 0.9 |
|
|
|
|
|
Total cement tons |
|
| 2.9 |
|
|
| 2.9 |
|
|
| 0.9 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ready Mixed Concrete (in millions of cubic yards) |
|
| 7.2 |
|
|
| 6.1 |
|
|
| 18.7 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
Asphalt (in millions): |
|
|
|
|
|
|
|
|
|
|
|
|
Tons to external customers |
|
| 3.3 |
|
|
| 0.6 |
|
|
|
|
|
Internal tons used in paving business |
|
| 1.5 |
|
|
| 2.0 |
|
|
|
|
|
Total asphalt tons |
|
| 4.8 |
|
|
| 2.6 |
|
|
| 84.8 | % |
Page 42 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
|
| Six Months Ended June 30, |
| |||||||||
|
| 2022 |
|
| 2021 |
|
| % Change |
| |||
Shipments |
|
|
|
|
|
|
|
|
| |||
Aggregates (in millions): |
|
|
|
|
|
|
|
|
| |||
Tons to external customers |
|
| 92.1 |
|
|
| 83.3 |
|
|
|
| |
Internal tons used in other product lines |
|
| 7.8 |
|
|
| 6.7 |
|
|
|
| |
Total aggregates tons |
|
| 99.9 |
|
|
| 90.0 |
|
|
| 11.0 | % |
|
|
|
|
|
|
|
|
|
| |||
Cement (in millions): |
|
|
|
|
|
|
|
|
| |||
Tons to external customers |
|
| 1.4 |
|
|
| 1.2 |
|
|
|
| |
Internal tons used in ready mixed concrete |
|
| 0.7 |
|
|
| 0.7 |
|
|
|
| |
Total cement tons |
|
| 2.1 |
|
|
| 1.9 |
|
|
| 14.9 | % |
|
|
|
|
|
|
|
|
|
| |||
Ready Mixed Concrete (in millions of cubic yards) |
|
| 4.2 |
|
|
| 4.4 |
|
|
| (4.9 | )% |
|
|
|
|
|
|
|
|
|
| |||
Asphalt (in millions): |
|
|
|
|
|
|
|
|
| |||
Tons to external customers |
|
| 2.6 |
|
|
| 1.3 |
|
|
|
| |
Internal tons used in paving business |
|
| 0.7 |
|
|
| 0.6 |
|
|
|
| |
Total asphalt tons |
|
| 3.3 |
|
|
| 1.9 |
|
|
| 67.4 | % |
The average selling price by product line for the Building Materials business is as follows:
|
| Nine Months Ended |
| |||||||||||||||||||||
|
| September 30, |
|
| Six Months Ended June 30, |
| ||||||||||||||||||
|
| 2021 |
|
| 2020 |
|
| % Change |
|
| 2022 |
|
| 2021 |
|
| % Change |
| ||||||
Aggregates (per ton) |
| $ | 15.08 |
|
| $ | 14.73 |
|
|
| 2.4 | % |
| $ | 16.27 |
|
| $ | 15.17 |
|
|
| 7.2 | % |
Cement (per ton) |
| $ | 120.29 |
|
| $ | 113.83 |
|
|
| 5.7 | % |
| $ | 134.79 |
|
| $ | 118.80 |
|
|
| 13.5 | % |
Ready Mixed Concrete (per cubic yard) |
| $ | 114.59 |
|
| $ | 113.75 |
|
|
| 0.7 | % |
| $ | 122.34 |
|
| $ | 113.25 |
|
|
| 8.0 | % |
Asphalt (per ton) |
| $ | 48.77 |
|
| $ | 47.99 |
|
|
| 1.6 | % |
| $ | 60.93 |
|
| $ | 48.85 |
|
|
| 24.7 | % |
Aggregates Product Line End-Use Markets
For the nine months ended September 30, 2021, organicOrganic aggregates shipments to the infrastructure market increased 6%, primarily driven by increased highway projects across many of the Company’s key markets. The infrastructure market accounted for 34% of year-to-date organic aggregates volumes and declined 5% compared to the prior-year period, primarily attributable to weather-impacted project delays, timing of projects and third-party logistical challenges.shipments.
Organic aggregates shipments to the nonresidential market increased 9%, driven by robust warehouse and data centerwere flat compared with strong prior-year activity. The nonresidential market represented 36%35% of year-to-date organic aggregates shipments.
Organic aggregates shipments to the residential market increased 9%2%, reflecting sustained robust housingstrong demand in Texas that was muted by supply chain issues and low available resale inventory.labor shortages. The residential market accounted for 25%26% of year-to-date organic aggregates shipments.
The ChemRock/Rail market accounted for the remaining 5% of year-to-date organic aggregates shipments. Volumes to this end use decreased 10%increased 4%, driven by increased agricultural lime shipments in Iowa that were partially offset by lower ballast shipments to Class I railroads.
Building Materials Business Product Lines
For the nine months ended September 30, 2021, aggregates shipments increased 4.1%, reflecting strong construction activity in the Carolinas, Georgia, Florida and Maryland. Pricing increased 2.4% compared with the prior-year period which offset higher energy and operating costs leading to a modest 20-basis-point improvement in aggregates product gross margin to 30.8%. Aggregates shipments increased 2.0% and pricing increased 2.9% on an organic basis.
For the nine months ended September 30, 2021, cement shipments increased 0.9% and pricing increased 5.7% compared with the prior-year period. On a mix-adjusted basis, pricing increased 4.3%. Higher kiln maintenance costs, storm-related incremental costs and inefficiencies caused by weather-related shut downs, coupled with an increase in energy and raw material costs contributed to a 700-basis-point decline in cement product gross margin to 28.3%.
Ready mixed concrete shipments increased 18.7%, or 14.2% organically, driven by higher volumes from large projects and continued strong demand. Ready mixed concrete pricing for the nine months ended September 30, 2021 increased 0.7%. Asphalt shipments improved 84.8% compared with the prior-year period, attributable to incremental volumes from the acquired Tiller operations. Asphalt pricing increased 1.6% reflecting increased pricing from organic asphalt operations.
Magnesia Specialties Business
For the nine months ended September 30, 2021, Magnesia Specialties reported product revenuesPage 42 of $207.1 million compared with $164.0 million for the prior-year period reflecting improved demand for chemicals and lime products compared with a COVID-19-challenged prior-year period. 53Product gross profit was $84.4 million compared with $65.3 million, primarily driven by higher volumes and revenues from improving domestic steel production and global demand for magnesia chemicals products. Product line gross margin for the nine months ended September 30, 2021, was 40.7%,
Page 43 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter SeptemberJune 30, 20212022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
(Continued)
Building Materials Business
Year-to-date organic aggregates shipments increased 2.4%, reflecting healthy underlying public and private product demand partially constrained by supply chain and logistics-related bottlenecks, while organic pricing increased 7.7%, or 6.5% on a 90-basis-pointmix-adjusted basis. Inclusive of acquired operations, aggregates shipments grew 11.0% compared with the comparable prior-year period and pricing increased 7.2%. Overall, East Group total shipments remained relatively flat, reflecting unfavorable weather and timing of jobs in current year versus the prior-year period, while pricing increased 6.6%. West Group total shipments increased 31.2%, driven by robust underlying demand in Texas and Colorado and shipments from acquired operations. West Group pricing, inclusive of acquisitions, increased 10.4%, while organic West Group pricing increased 10.3%, or 7.1% on a mix-adjusted basis, reflecting periodic pricing increases, a higher percentage of shipments from higher-priced distribution yards and higher selling prices at acquired operations. Aggregates product gross margin decreased 370 basis points to 25.0%, as year-over-year price increase versusimpacts were more than offset by higher costs for energy, fuel, supplies, repairs and contract services.
Texas cement shipments increased 14.9%, supported by robust product demand, tight supply and favorable weather. Cement pricing improved 13.5%, or 11.7% on a mix-adjusted basis, benefitting from price increases. Product gross margin expanded 420 basis points to 26.9% compared with the prior-year comparable period, which was negatively impacted by incremental costs and inefficiencies from the Texas Deep Freeze.
Organic ready mixed concrete shipments increased 1.4%. Organic pricing grew 13.0% in the first half of 2022 compared with the first half of 2021. Consolidated ready mixed concrete shipments decreased 4.9% and pricing increased 8.0%. Product gross margin declined 80 basis points to 6.9%, driven primarily by higher raw material and diesel costs which more than offset price increases.
Organic asphalt shipments remained flat. Organic asphalt pricing increased 16.3%. Including contributions from the acquired West Coast operations, total asphalt shipments and pricing increased 67.4% and 24.7%, respectively. Product and services gross margin declined 900 basis points to 4.9%, driven by a later start to the construction season in Minnesota and higher liquid asphalt costs in Colorado.
Magnesia Specialties Business
Magnesia Specialties product revenues increased 7.5% to $145.4 million for the six months ended June 30, 2022, driven by robust global demand for magnesia-based chemical products. Product gross profit was $52.6 million compared with $56.3 million. Product gross margin decreased 550 basis points to 36.2%, as higher costs for energy, supplies and raw materials more than offset revenue growth.
Consolidated Operating Results
Consolidated SG&A for six months ended June 30 was 7.0% of total revenues in 2022 compared with 6.9% in the prior-year period. Earnings from operations for the six months ended June 30 were $69.8$538.4 million in 2022 compared with $51.2 million.
Consolidated Operating Results
For the nine months ended September 30, 2021, consolidated SG&A was 6.3% of total revenues compared with 6.2% in 2020. During the first nine months of 2021, the Company incurred $1.8 million in COVID-19-related expenses compared with $4.8 million in the prior-year period for enhanced cleaning and sanitizing protocols across the Company’s operations, which are recorded in SG&A. The Company incurred $18.0 million of acquisition-related expenses for the nine months ended September 30, 2021. Earnings from operations for the nine months ended September 30 were $763.7$406.8 million in 2021, compared with $764.8the increase driven by the $151.7 million in 2020.gain on the divestiture of the Colorado and Central Texas ready-mixed concrete operations and year-over-year price increases, partially offset by higher costs for energy, fuel, supplies, freight and personnel.
Among other items, other operating income, net, includes gains and losses on the sale of assets; recoveries and write-offs related to customer accounts receivable; rental, royalty and services income; accretion expense, depreciation expense and gains and losses related to asset retirement obligations. For the ninesix months ended SeptemberJune 30, consolidated other operating income, net, was income of $28.2 million and income of $59.6$162.6 million in 2022 and $19.8 million in 2021. The increase in other operating income, net, was primarily attributable to the $151.7 million gain on the divestiture of the Colorado and Central Texas
Page 43 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter June 30, 2022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
ready-mixed concrete operations. Other operating income, net, for the six months ended June 30, 2021 and 2020, respectively. The 2021 income includes theincluded a $12.3 million gain on the sale of the Company’s former corporate headquarters. The 2020 amount
included $69.9 million of nonrecurringOther nonoperating income, net, includes interest income; pension and postretirement benefit cost excluding service cost; foreign currency transaction gains on the sales of investment land and divested assets.
losses; equity earnings or losses from nonconsolidated affiliates and other miscellaneous income and expenses. For the ninesix months ended SeptemberJune 30, other nonoperating income, net, was $23.8$32.9 million and $18.2 million in 2022 and 2021, and $5.9 million in 2020.respectively. The 2021 amount reflected $11.8 million of lower pension expense compared with the prior year. The 20202022 amount included an expense$11.6 million pretax gain related to repurchases of $5.6 million to finance third-party railroad track maintenance.the Company’s debt.
Income Tax Expense
For the ninesix months ended SeptemberJune 30, 2022 and 2021, the effective income tax rate was 20.6%rates for continuing operations were 22.6% and 21.2%, which included a $2.9 million discrete benefit for research and development tax credits. For the nine months ended September 30, 2020, therespectively. The higher 2022 effective income tax rate versus 2021 was driven by the impact of 21.0% reflected a $6.9 million discrete benefit from financing third-party railroad track maintenance. In exchange, the Company received a federal income tax creditdivestiture of the Colorado and deduction.Central Texas ready mixed concrete businesses.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities for the ninesix months ended SeptemberJune 30, 2022 and 2021 and 2020 was $780.3$286.2 million and $684.0$441.2 million, respectively. Operating cash flow is primarily derived from consolidated net earnings before deducting depreciation, depletion and amortization, and the impact of changes in working capital. Depreciation, depletion and amortization were as follows:
|
| Nine Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| September 30, |
|
| June 30, |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2022 |
|
| 2021 |
| ||||
|
| (Dollars in Millions) |
|
| (Dollars in Millions) |
| ||||||||||
Depreciation |
| $ | 262.1 |
|
| $ | 251.1 |
|
| $ | 199.0 |
|
| $ | 172.4 |
|
Depletion |
|
| 29.5 |
|
|
| 26.2 |
|
|
| 28.6 |
|
|
| 17.5 |
|
Amortization |
|
| 28.4 |
|
|
| 14.9 |
|
|
| 29.0 |
|
|
| 16.6 |
|
Total |
| $ | 320.0 |
|
| $ | 292.2 |
|
| $ | 256.6 |
|
| $ | 206.5 |
|
The seasonal nature of construction activity impacts the Company’s interim operating cash flow when compared with the full year. Full-year 20202021 net cash provided by operating activities was $1.05$1.14 billion.
Page 44 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
During the ninesix months ended SeptemberJune 30, 20212022 and 2020,2021, the Company paid $321.3$220.7 million and $250.8$213.0 million, respectively, for capital investments.
The Company can repurchase its common stock through open-market purchases pursuant to authority granted by its Board of Directors or through private transactions at such prices and upon such terms as the Chief Executive Officer deems appropriate. The Company did not repurchase anyrepurchased 130,551 shares of common stock during the first ninesix months of 2021.2022 at an aggregate cost of $50.0 million. At SeptemberJune 30, 2021, 13,520,9522022, 13,390,401 shares of common stock can be purchased under the Company’s repurchase authorization.
On AprilDuring the six months ended June 30, 2021,2022, the Company completed the acquisitionrepurchased $60.5 million (par value) of Tiller, a leading aggregates and hot mix asphalt supplier in the Minneapolis/St. Paul region, one of the largest and fastest growing midwestern metropolitan areas. The acquired operations complement the Company’s existing Central Division’s product offerings in the surrounding areas. The Company financed the acquisition using available cash and borrowings under its credit facilities.
On July 30, 2021, the Company acquired assets of SCC. SCC is a leading producer of recycled concrete in the Houston area, one of the country’s largest addressable aggregates markets. Recycled concrete is principally used as a base aggregates product in infrastructure, commercial and residential construction applications. The Company financed the acquisition using available cash.
On July 2, 2021, the Company issued $700 million aggregate principal amount of 0.650% Senior Notes, due 2023 (the 0.650% Senior Notes), $900 million aggregate principal amountresulting in a pretax gain of 2.400% Senior Notes due 2031 (the 2.400% Senior Notes) and $900 million aggregate principal amount of 3.200% Senior Notes due 2051 (the 3.200% Senior Notes) and, together with the 0.650% Senior Notes and the 2.400% Senior Notes (the Senior Notes). The Company used the net proceeds for the acquisition of the Lehigh West Region business, which closed on October 1, 2021, and for general corporate purposes. See Note 6 for further information regarding the Senior Notes.$11.6 million.
The Company, through a wholly-owned special-purpose subsidiary, has a $400 million trade receivable securitization facility (the Trade Receivable Facility). On September 22, 2021, the Company extended the maturity of the Trade Receivable Facility to that matures on September 21, 2022. The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements. Subject to certain conditions, including lenders providing
Page 44 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the requisite commitments, the Trade Receivable Facility may be increased to a borrowing base not to exceed $500 million.Quarter June 30, 2022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
The Company has a $700an $800 million five-year senior unsecured revolving facility (the Revolving Facility), which expires onin December 5, 2024.2026. The Revolving Facility requires the Company’s ratio of consolidated debt-to-consolidated EBITDA, as defined, for the trailing-twelve-month period (the Ratio) to not exceed 3.50x3.50 times as of the end of any fiscal quarter, provided that the Company may exclude from the Ratio debt incurred in connection with certain acquisitions during the quarter or the three preceding quarters so long as the Ratio calculated without such exclusion does not exceed 3.75x.4.00 times. Additionally, if there are no amounts outstanding under the Revolving Facility and the Trade Receivable Facility, consolidated debt, including debt for which the Company is a co-borrower, may be reduced byin an amount equal to the lesser of $500.0 million or the sum of the Company’s unrestricted cash and cash equivalents in excess of $50 million, such reduction not to exceed $200 million,temporary investments, for purposes of the covenant calculation.
The Company was in compliance with the Ratio is calculated as debt, including debt for which the Company is a co-borrower, divided by consolidated EBITDA, as defined by the Company’s Revolving Facility, for the trailing-twelve months. Consolidated EBITDA is generally defined as earnings before interest expense, income tax expense, and depreciation and amortization expense. Additionally, stock-based compensation expense is added back and interest income is deducted in the calculation of consolidated EBITDA. During periods that include an acquisition, pre-acquisition adjusted EBITDA of the acquired company is added to consolidated EBITDA as if the acquisition occurred on the first day of the calculation period. Certain other nonrecurring items, if they occur, can affect the calculation of consolidated EBITDA.
Page 45 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Septemberat June 30, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
2022.
At September 30, 2021, the Company’s ratio of consolidated net debt-to-consolidated EBITDA, as defined by the Company’s Revolving Facility, for the trailing-twelve months was 3.49 times and was calculated as follows:
|
| October 1, 2020 to |
| |
|
| September 30, 2021 |
| |
|
| (Dollars in Millions) |
| |
Earnings from continuing operations attributable to Martin Marietta |
| $ | 728.7 |
|
Add back: |
|
|
|
|
Interest expense |
|
| 128.3 |
|
Income tax expense |
|
| 166.8 |
|
Depreciation, depletion and amortization expense |
|
| 416.7 |
|
Stock-based compensation expense |
|
| 40.6 |
|
Acquisition-related expenses |
|
| 33.7 |
|
EBITDA related to acquired operations (Pre-acquisition October 1, 2020 to July 31, 2021)(1) |
|
| 8.9 |
|
Deduct: |
|
|
|
|
Interest income |
|
| (0.3 | ) |
Consolidated EBITDA, as defined by the Company’s Revolving Facility |
| $ | 1,523.4 |
|
Consolidated net debt, as defined and including debt for which the Company is a co-borrower, at September 30, 2021 |
| $ | 5,319.5 |
|
Consolidated net debt-to-consolidated EBITDA, as defined by the Company’s Revolving Facility, at September 30, 2021 for the trailing-twelve months EBITDA |
| 3.49 times |
| |
|
|
|
|
|
(1) Inclusive of one-time, non-recurring and transaction-related expenses. |
|
|
|
|
In the event of a default on the Ratio, the lenders can terminate the Revolving Facility and Trade Receivable Facility and declare any outstanding balances as immediately due. There was $20 millionwere no amounts outstanding under the Trade Receivable Facility and no borrowings underor the Revolving Facility as of SeptemberJune 30, 2021.2022.
Cash on hand, along with the Company’s projected internal cash flows and availability of financing resources, including its access to debt and equity capital markets, is expected to continue to be sufficient to provide the capital resources necessary to support anticipated operating needs, cover debt service requirements, address near-term debt maturities, meet capital expenditures and discretionary investment needs, fund certain acquisition opportunities that may arise, allow the repurchase of shares of the Company’s common stock and allow for payment of dividends for the foreseeable future. At SeptemberJune 30, 2021,2022, the Company had $1,077.4$1,197.4 million of unused borrowing capacity under its Revolving Facility and Trade Receivable Facility, subject to complying with the related leverage covenant. Historically, the Company has successfully extended the maturity dates of these credit facilities. Further, as of SeptemberJune 30, 2021,2022, the Company does not have any publicly-traded debt that matures prior to 2023.
The Coronavirus Aid, Relief and Economic Security Act (CARES Act) was signed into law in March 2020 and provided liquidity support for businesses. Through the CARES Act, the Company deferred payment of $27.6 million, representing the 6.2% employer share of Social Security taxes for the period from March 27, 2020 through December 31, 2020. Half of the deferred obligation will be due December 31,was repaid in 2021 and the remaining half will beis due December 31, 2022. There will be no interest assessed on amounts deferred.
Page 46 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
TRENDS AND RISKS
The Company outlined the risks associated with its business in its Annual Report on Form 10-K for the year ended December 31, 2020.2021. Management continues to evaluate its exposure to all operating risks on an ongoing basis.
OTHER MATTERS
If you are interested in Martin Marietta stock, management recommends that, at a minimum, you read the Company’s current annual report and Forms 10-K, 10-Q and 8-K reports to the Securities and Exchange Commission (SEC) over the past year. The Company’s recent proxy statement for the annual meeting of shareholders also contains important information. These and other materials that have been filed with the SEC are accessible through the Company’s website at www.martinmarietta.com and are also available at the SEC’s website at www.sec.gov. You may also write or call the Company’s Corporate Secretary, who will provide copies of such reports.
Investors are cautioned that all statements in this Form 10-Q that relate to the future involve risks and uncertainties, and are based on assumptions that the Company believes in good faith are reasonable but which may be materially different from actual results. These statements, which are forward-looking statements under the Private Securities Litigation Reform Act of 1995, provide the investor with the Company’s expectations or forecasts of future events. You can identify
Page 45 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter June 30, 2022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
these statements by the fact that they do not relate only to historical or current facts. They may use words such as “anticipate,” “may,” “expect,” “should, be,” “believe,” “project,” “intend,” “will,” and other words of similar meaning in connection with future events or future operating or financial performance. Any or all of management’s forward-looking statements here and in other publications may turn out to be wrong.
The Company’s outlook is subject to various risks and uncertainties and is based on assumptions that the Company believes in good faith are reasonable but which may be materially different from actual results. Factors that the Company currently believes could cause actual results to differ materially from the forward-looking statements in this Form 10-Qrelease (including the outlook) include, but are not limited to: the ability of the Company to face challenges, including those posed by the COVID-19 pandemic and implementation of any such related response plans; fluctuations in COVID-19 cases in the United States and the extent that geography of outbreak primarily matches the regions in which the Company’s Building Materials business principally operates; the resiliency and potential declines of the Company’s various construction end-use markets; the potential negative impact of the COVID-19 pandemic on the Company’s ability to continue supplying heavy-side building materials and related services at normal levels or at all in the Company’s key regions; the duration, impact and severity of the impact of the COVID-19 pandemic on the Company, including the markets in which the Company does business, its suppliers, customers or other business partners as well as the Company’s employees; the economic impact of government responses to the pandemic; the performance of the United States economy, including the impact on the economy of the COVID-19 pandemic and governmental orders restricting activities imposed to prevent further outbreak of COVID-19; shipment declines resulting from economic events beyond the Company’s control; a widespread decline in aggregates pricing, including a decline in aggregates shipment volume negatively affecting aggregates price; the history of both cement and ready mixed concrete being subject to significant changes in supply, demand and price fluctuations; the termination, capping and/or reduction or suspension of the federal and/or state gasoline tax(es) or other revenue related to public construction; the level and timing of federal, state or local transportation or infrastructure or public projects funding, most particularly in Texas, Colorado, California, North Carolina, Georgia, Minnesota, Iowa, Florida, MinnesotaIndiana and Maryland; the impact of governmental orders restricting activities imposed to prevent further outbreak of COVID-19 on travel, potentially reducing state fuel tax revenues used to fund highway projects; the United States Congress’ inability to reach agreement among themselves or with the Administration on policy issues that impact the federal budget; the ability of states and/or other entities to finance approved projects either with tax revenues or alternative financing structures; levels of construction spending in
Page 47 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
the markets the Company serves; a reduction in defense spending and the subsequent impact on construction activity on or near military bases; a decline in the commercial component of the nonresidential construction market, notably office and retail space, including a decline resulting from economic distress related to the COVID-19 pandemic; a decline in energy-related construction activity resulting from suspension of the gas tax or a sustained period of low global oil prices or changes in oil production patterns or capital spending, particularly in Texas;Texas and West Virginia; increasing residential mortgage interest rates and other factors that could result in a slowdown in residential construction; unfavorable weather conditions, particularly Atlantic Ocean and Gulf of Mexico hurricane activity, wildfires, the late start to spring or the early onset of winter and the impact of a drought or excessive rainfall in the markets served by the Company, any of which can significantly affect production schedules, volumes, product and/or geographic mix and profitability; whether the Company’s operations will continue to be treated as “essential” operations under applicable government orders restricting business activities imposed to prevent further outbreak of COVID-19 or, even if so treated, whether site-specific health and safety concerns might otherwise require certain of the Company’s operations to be halted for some period of time; the volatility of fuel costs, particularly diesel fuel, notably related to the current conflict between Russia and Ukraine, and the impact on the cost, or the availability generally, of other consumables, namely steel, explosives, tires and conveyor belts, and with respect to the Company’s Magnesia Specialties business, natural gas; continued increases in the cost of other repair and supply parts; construction labor shortages and/or supply‐chain challenges; unexpected equipment failures, unscheduled maintenance, industrial accident or other prolonged and/or significant disruption to production facilities; the resiliency and potential declines of the Company’s various construction end-use markets; the potential negative duration, severity and impact of a resurgence of the COVID-19 pandemic on the Company’s ability to continue supplying heavy-side building materials and related services at normal levels or at all in the Company’s key regions, including the markets in which it does business, its suppliers, customers or other business partners as well as on its employees; the economic impact of government responses to a resurgence of COVID-19; the performance of the United States economy; the impact of governmental orders restricting activities imposed to prevent further outbreak of COVID-19 on travel, potentially reducing state fuel tax revenues used to fund highway projects; a decline in the commercial component of the nonresidential construction market, notably office and retail space, including a decline resulting from economic distress related to the COVID-19 pandemic; increasing governmental regulation, including environmental laws; the failure of relevant government agencies to implement expected regulatory reductions; transportation availability or a sustained reduction in capital investment by the railroads, notably the availability of railcars, locomotive power and the condition of rail infrastructure to move trains to supply the Company’s Texas, Colorado, Florida, Carolinas and Gulf Coast markets, including the movement of essential dolomitic lime for magnesia chemicals to the Company’s plant in Manistee, Michigan and its customers; increased transportation costs, including increases from higher or fluctuating passed-through energy costs or fuel surcharges, and other costs to comply with tightening regulations, as well as higher volumes of rail and water shipments (leading to reduced profit margins when compared with aggregates moved by truck);shipments; availability of trucks and licensed drivers for transport of the Company’s materials; availability and cost of
Page 46 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter June 30, 2022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
construction equipment in the United States; weakening in the steel industry markets served by the Company’s dolomitic lime products; trade disputes with one or more nations impacting the U.S. economy, including the impact of tariffs on the steel industry; unplanned changes in costs or realignment of customers that introduce volatility to earnings, including that of the Magnesia Specialties business;business that is running at capacity; proper functioning of information technology and automated operating systems to manage or support operations; inflation and its effect on both production and interest costs; the concentration of customers in construction markets and the increased risk of potential losses on customer receivables; the impact of the level of demand in the Company’s end-use markets, production levels and management of production costs on the operating leverage and therefore profitability of the Company; the possibility that the expected synergies from acquisitions will not be realized or will not be realized within the expected time period, including achieving anticipated profitability to maintain compliance with the Company’s leverage ratio debt covenant; changes in tax laws, the interpretation of such laws and/or administrative practices, including acquisitions or divestitures, that would increase the Company’s tax rate; violation of the Company’s debt covenant if price and/or volumes return to previous levels of instability; downward pressure on the Company’s common stock price and its impact on goodwill impairment evaluations; the possibility of a reduction of the Company’s credit rating to non-investment grade; and other risk factors listed from time to time found in the Company’s filings with the SEC.
You should consider these forward-looking statements in light of risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 20202021 and other periodic filings made with the SEC. All of the Company’s forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to the Company or that the Company considers immaterial could affect the accuracy of its forward-
Page 48 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
lookingforward-looking statements, or adversely affect or be material to the Company. The Company assumes no obligation to update any such forward-looking statements.
Page 47 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter June 30, 2022
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Continued)
INVESTOR ACCESS TO COMPANY FILINGS
Shareholders may obtain, without charge, a copy of Martin Marietta’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2020,2021, by writing to:
Martin Marietta
Attn: Corporate Secretary
4123 Parklake Avenue
Raleigh, North Carolina 27612
Additionally, Martin Marietta’s Annual Report, press releases and filings with the Securities and Exchange Commission, including Forms 10-K, 10-Q, 8-K and 11-K, can generally be accessed via the Company’s website. Filings with the Securities and Exchange Commission accessed via the website are available through a link with the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Accordingly, access to such filings is available upon EDGAR placing the related document in its database. Investor relations contact information is as follows:
Telephone: (919) 783-4691510-4736
Website address: www.martinmarietta.com
Information included on the Company’s website is not incorporated into, or otherwise creates a part of, this report.
Page 4948 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended SeptemberJune 30, 20212022
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The COVID-19 pandemic continues to impact the global and domestic economy. The Company’s operations have to date been considered “essential” operations under applicable governmental orders that restrict activitiesare highly dependent upon the interest rate-sensitive construction and steelmaking industries. Demand in the residential and nonresidential construction market, which combined accounted for 61% of aggregates shipments for the six months ended June 30, 2022, is affected by interest rates. Since December 31, 2021, the Federal Reserve raised the target federal funds rate 150 basis points, and more increases are expected in the second half of the year. Consequently, these marketplaces could experience lower levels of economic activity in an effortenvironment of rising interest rates or escalating costs if companies and consumers are unable to prevent further outbreak of COVID-19. As such, the Companyobtain financing for construction projects or if consumer confidence is conducting business with certain modifications, including engaging medical experts to screen those who may have had COVID-19 exposure before allowing access to sites; enhancing the cleaning and disinfection of equipment and common areas, including engaging third-party specialists to disinfect work spaces; and issuing a quarantine policy requiring employees with COVID-19 symptoms to stay home for at least 10 days, among other things. The Company continues to actively monitor the situation and may take further actions that alter its business operations including any that may be requirederoded by federal, state or local authorities or that the Company determines are in the best interests of its employees, customers, suppliers, vendors, communities and other stakeholders.economic uncertainty.
Demand for aggregates products, particularly in the infrastructure construction market, is affected by federal, state and local budget and deficit issues. Remote working trends are reducing miles driven, which is having a negative impact on various revenue streams that fund roadway projects. Further, delays or cancellations of projects in the nonresidential and residential construction markets, which combined accounted for 61% of aggregates shipments for the nine months ended September 30, 2021, could occur if companies and consumers are unable to obtain financing for construction projects or if consumer confidence continues to be eroded by economic uncertainty.
The Company’s operations are highly dependent upon the interest rate-sensitive construction and steelmaking industries. Consequently, these marketplaces could experience lower levels of economic activity in an environment of rising interest rates or higher borrowing costs.
Aside from these inherent risks from within its operations, the Company’s earnings are also affected by changes in short-term interest rates and changes in enacted tax laws.
Variable-Rate Borrowing Facilities. At SeptemberJune 30, 2021,2022, the Company had a $700an $800.0 million Revolving Facility and a $400$400.0 million Trade Receivable Facility. Borrowings under these facilities bear interest at a variable interest rate. A hypothetical 100-basis-point increase inThere were no borrowings outstanding on either facility at June 30, 2022.However, any future borrowings under the credit facilities or outstanding variable-rate debt are exposed to interest rates on borrowings of $20 million, which was the collective outstanding balance at September 30, 2021, would increase interest expense by $0.2 million on an annual basis.rate risk.
Pension Expense. The Company’s results of operations are affected by its pension expense. Assumptions that affect pension expense include the discount rate and, for the qualified defined benefit pension plan only, the expected long-term rate of return on assets. Therefore, the Company has interest rate risk associated with these factors. The impact of hypothetical changes in these assumptions on the Company’s annual pension expense is discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. As2021. The Company remeasured its qualified pension plan as of September 30, 2021,February 28, 2022, to reflect an amendment that increased the pension benefit for qualifying hourly employees. The discount rates wererate at the remeasurement date was approximately 4050 basis points higher thancompared with the discount rate selected as of December 31, 2020,2021. As of June 30, 2022, discount rates have increased approximately 20 additional basis points since the most recent measurement date.remeasurement. Unless ananother event requires an interim remeasurement, the Company will next remeasure its pension obligation and funded status as of December 31, 2021.2022. Changes in the discount rate and pension asset values will impact 20222023 pension expense.
Income Tax. Any changes in enacted tax laws, (such as the recent U.S. tax legislation), rules or regulatory or judicial interpretations; or any change in the pronouncements relating to accounting for income taxes could materially impact our effective tax rate, tax payments, financial condition and results of operations.
Page 50 of 54
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2021
(Continued)
Energy Costs. Energy costs, including diesel fuel, natural gas, electricity, coal and liquid asphalt, represent significant production costs of the Company. The cement operations and Magnesia Specialties business havehas fixed price agreements covering a majority of their 2021 coalits 2022 energy requirements. EnergyOn a consolidated basis, organic energy expense for the ninesix months ended SeptemberJune 30, 20212022 increased approximately 29%59% compared with the prior-year period, duerelated to increasedhigher prices for diesel, natural gas, diesel, electricity and gasoline costs in 2021;2022. Specifically, the ongoing conflict between Russia and Ukraine has exacerbated already increased diesel prices; however, any future energy prices cannot be reliably predicted. A hypothetical price change of 29%59% would change full year 2021consolidated organic full-year 2022 energy expense by $67$179.3 million as compared with 2020,2021, assuming constant volumes. Further, the full-year 2022 impact on profitability and margins would be greater when considering the energy consumed by operations acquired 2021.
Page 49 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended June 30, 2022
(Continued)
Commodity Risk. Cement is a commodity, and competition is based principally on price, which is highly sensitive to changes in supply and demand. Prices are often subject to material changes in response to relatively minor fluctuations in supply and demand, general economic conditions and other market conditions beyond the Company’s control. Increases in the production capacity of industry participants or increases in cement imports tend to create an oversupply of such products leading to an imbalance between supply and demand, which can have a negative impact on product prices. There can be no assurance that prices for products sold will not decline in the future or that such declines will not have a material adverse effect on the Company’s business, financial condition and results of operations. Assuming full- year 20202021 cement product revenues of $453$494.5 million, a hypothetical 10% change in sales price would impact full-year cement product revenues by $45.3$49.5 million.
Cement is a key raw material in the production of ready mixed concrete. The Company may be unable to pass along increases in the costs of cement and raw materials to customers in the form of price increases for the Company’s products. A hypothetical 10% change in cement costs in 20212022 compared with 2020,2021, assuming constant volumes, would change the ready mixed concrete product line cost of revenues by $25.5$32.3 million. While increases in cement pricing may negatively impact the profitability of the ready mixed concrete operations, the cement business would benefit, although the positive impact may not reflect a direct correlation to the impact on the ready mixed concrete business.
The Company consumes other raw material and supply commodities in its operations, the costs of which have been negatively impacted by high inflation. The Company periodically implements price increases due to rising costs. However, there is a lag between announced price increases and the time when they are fully realized.
Item 4. Controls and ProceduresProcedures.
Evaluation of Disclosure Controls and Procedures. As of SeptemberJune 30, 2021,2022, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and the operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of SeptemberJune 30, 2021. There2022. During the quarter, the information systems of the Pacific Region operations acquired from Lehigh Hanson in October 2021 were no changes inintegrated into the Company’s current point of sale and general ledger systems. As of June 30, 2022, the Company’s internal control over financial reporting duringwas deemed effective inclusive of these system integrations.
Page 50 of 53
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Quarter June 30, 2022
PART II. OTHER INFORMATION
Page 51 of 54
Item 1. Legal Proceedings.
See Note 10 Commitments and Contingencies, Legal and Administrative Proceedings, of this Form 10-Q.
Item 1A. Risk Factors.
Reference is made to Part I. Item 1A. Risk Factors and Forward-Looking Statements of the Martin Marietta Annual Report on Form 10-K for the year ended December 31, 2020.2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
ISSUER PURCHASES OF EQUITY SECURITIES
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| be Purchased Under |
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| Paid per Share |
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| — |
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Reference is made to the press release dated February 10, 2015 for the December 31, 2014 fourth-quarter and full-year results and announcement of the share repurchase program. The Company’s Board of Directors authorized a maximum of 20 million shares to be repurchased under the program. The program does not have an expiration date.
Item 4. Mine Safety Disclosures.
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this Quarterly Report on Form 10-Q.
Page 5251 of 5453
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter June 30, 2022
PART II. OTHER INFORMATION
(Continued)
Item 6. Exhibits.
Exhibit No. |
| Document |
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| Certification dated | |
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| Certification dated | |
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| Written Statement dated | |
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| Written Statement dated | |
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| Mine Safety Disclosures | |
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101.INS |
| Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase |
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104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
Page 5352 of 5453
SIGNATURES
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.
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| MARTIN MARIETTA MATERIALS, INC. |
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| (Registrant) |
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Date: | By: |
| /s/ James A. J. Nickolas |
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| James A. J. Nickolas |
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| Sr. Vice President and |
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| Chief Financial Officer |
Page 5453 of 5453