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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 September 30, 2017
OR
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-12744
MARTIN MARIETTA MATERIALS, INC.
(Exact name of registrant as specified in its charter)
|
North Carolina |
|
56-1848578 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification Number) |
|
2710 Wycliff Road, Raleigh, NC |
|
27607-3033 |
|
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code 919-781-4550
Former name: None
Former name, former address and former fiscal year, if changes since last report.
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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.
|
Large accelerated filer |
|
☑ |
|
Accelerated filer |
|
☐ |
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|||
|
Non-accelerated filer |
|
☐ |
|
Smaller reporting company |
|
☐ |
|
|
|
|
|
|
|
|
|
Emerging growth company |
|
☐ |
|
|
|
|
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 Securities 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 October 25, 2017 |
|
Common Stock, $0.01 par value |
|
62,859,551 |
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
Page 2 of 49
PA RT I. FINANCIAL INFORMATION
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
(UNAUDITED) CONSOLIDATED BALANCE SHEETS
|
|
|
September 30, |
|
|
December 31, |
|
|
September 30, |
|
|||
|
|
|
2017 |
|
|
2016 |
|
|
2016 |
|
|||
|
|
|
(Dollars in Thousands) |
|
|||||||||
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
35,219 |
|
|
$ |
50,038 |
|
|
$ |
60,684 |
|
|
Accounts receivable, net |
|
|
582,532 |
|
|
|
457,910 |
|
|
|
566,425 |
|
|
Inventories, net |
|
|
576,429 |
|
|
|
521,624 |
|
|
|
508,199 |
|
|
Other current assets |
|
|
83,809 |
|
|
|
56,813 |
|
|
|
56,217 |
|
|
Total Current Assets |
|
|
1,277,989 |
|
|
|
1,086,385 |
|
|
|
1,191,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
6,375,813 |
|
|
|
6,115,530 |
|
|
|
6,013,084 |
|
|
Allowances for depreciation, depletion and amortization |
|
|
(2,854,236 |
) |
|
|
(2,692,135 |
) |
|
|
(2,633,471 |
) |
|
Net property, plant and equipment |
|
|
3,521,577 |
|
|
|
3,423,395 |
|
|
|
3,379,613 |
|
|
Goodwill |
|
|
2,160,060 |
|
|
|
2,159,337 |
|
|
|
2,160,605 |
|
|
Operating permits, net |
|
|
440,846 |
|
|
|
442,202 |
|
|
|
444,123 |
|
|
Other intangibles, net |
|
|
63,740 |
|
|
|
69,110 |
|
|
|
70,927 |
|
|
Other noncurrent assets |
|
|
102,573 |
|
|
|
120,476 |
|
|
|
126,408 |
|
|
Total Assets |
|
$ |
7,566,785 |
|
|
$ |
7,300,905 |
|
|
$ |
7,373,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank overdraft |
|
$ |
1,047 |
|
|
$ |
— |
|
|
$ |
- |
|
|
Accounts payable |
|
|
163,597 |
|
|
|
178,598 |
|
|
|
192,738 |
|
|
Accrued salaries, benefits and payroll taxes |
|
|
37,885 |
|
|
|
47,428 |
|
|
|
33,463 |
|
|
Pension and postretirement benefits |
|
|
12,073 |
|
|
|
9,293 |
|
|
|
9,658 |
|
|
Accrued insurance and other taxes |
|
|
70,323 |
|
|
|
60,093 |
|
|
|
67,822 |
|
|
Current maturities of long-term debt and short-term facilities |
|
|
80,038 |
|
|
|
180,036 |
|
|
|
228,025 |
|
|
Accrued interest |
|
|
28,082 |
|
|
|
16,837 |
|
|
|
23,060 |
|
|
Other current liabilities |
|
|
75,458 |
|
|
|
54,303 |
|
|
|
50,143 |
|
|
Total Current Liabilities |
|
|
468,503 |
|
|
|
546,588 |
|
|
|
604,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
1,642,502 |
|
|
|
1,506,153 |
|
|
|
1,536,810 |
|
|
Pension, postretirement and postemployment benefits |
|
|
230,212 |
|
|
|
248,086 |
|
|
|
200,152 |
|
|
Deferred income taxes, net |
|
|
662,982 |
|
|
|
663,019 |
|
|
|
676,144 |
|
|
Other noncurrent liabilities |
|
|
228,604 |
|
|
|
194,469 |
|
|
|
196,788 |
|
|
Total Liabilities |
|
|
3,232,803 |
|
|
|
3,158,315 |
|
|
|
3,214,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value $0.01 per share |
|
|
627 |
|
|
|
630 |
|
|
|
633 |
|
|
Preferred stock, par value $0.01 per share |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Additional paid-in capital |
|
|
3,362,744 |
|
|
|
3,334,461 |
|
|
|
3,326,531 |
|
|
Accumulated other comprehensive loss |
|
|
(122,928 |
) |
|
|
(130,687 |
) |
|
|
(104,511 |
) |
|
Retained earnings |
|
|
1,090,778 |
|
|
|
935,574 |
|
|
|
932,679 |
|
|
Total Shareholders' Equity |
|
|
4,331,221 |
|
|
|
4,139,978 |
|
|
|
4,155,332 |
|
|
Noncontrolling interests |
|
|
2,761 |
|
|
|
2,612 |
|
|
|
3,066 |
|
|
Total Equity |
|
|
4,333,982 |
|
|
|
4,142,590 |
|
|
|
4,158,398 |
|
|
Total Liabilities and Equity |
|
$ |
7,566,785 |
|
|
$ |
7,300,905 |
|
|
$ |
7,373,201 |
|
See accompanying notes to the consolidated financial statements.
Page 3 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
(UNAUDITED) CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS
|
|
|
Three-Months Ended |
|
|
Nine-Months Ended |
|
||||||||||
|
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
||||
|
|
|
(In Thousands, Except Per Share Data) |
|
|||||||||||||
|
|
|
|
|
|||||||||||||
|
Net Sales |
|
$ |
1,022,137 |
|
|
$ |
1,038,344 |
|
|
$ |
2,810,110 |
|
|
$ |
2,687,740 |
|
|
Freight and delivery revenues |
|
|
65,595 |
|
|
|
65,557 |
|
|
|
185,006 |
|
|
|
182,194 |
|
|
Total revenues |
|
|
1,087,732 |
|
|
|
1,103,901 |
|
|
|
2,995,116 |
|
|
|
2,869,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
730,459 |
|
|
|
745,037 |
|
|
|
2,097,272 |
|
|
|
2,001,752 |
|
|
Freight and delivery costs |
|
|
65,595 |
|
|
|
65,557 |
|
|
|
185,006 |
|
|
|
182,194 |
|
|
Total cost of revenues |
|
|
796,054 |
|
|
|
810,594 |
|
|
|
2,282,278 |
|
|
|
2,183,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit |
|
|
291,678 |
|
|
|
293,307 |
|
|
|
712,838 |
|
|
|
685,988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general & administrative expenses |
|
|
57,219 |
|
|
|
54,773 |
|
|
|
195,127 |
|
|
|
172,903 |
|
|
Acquisition-related expenses, net |
|
|
1,314 |
|
|
|
306 |
|
|
|
3,319 |
|
|
|
853 |
|
|
Other operating expense (income), net |
|
|
6,181 |
|
|
|
(4,441 |
) |
|
|
(2,575 |
) |
|
|
(7,309 |
) |
|
Earnings from Operations |
|
|
226,964 |
|
|
|
242,669 |
|
|
|
516,967 |
|
|
|
519,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
23,141 |
|
|
|
20,568 |
|
|
|
68,037 |
|
|
|
60,896 |
|
|
Other nonoperating income, net |
|
|
(479 |
) |
|
|
(8,246 |
) |
|
|
(6,434 |
) |
|
|
(12,016 |
) |
|
Earnings before taxes on income |
|
|
204,302 |
|
|
|
230,347 |
|
|
|
455,364 |
|
|
|
470,661 |
|
|
Taxes on income |
|
|
52,763 |
|
|
|
70,869 |
|
|
|
119,277 |
|
|
|
144,014 |
|
|
Consolidated net earnings |
|
|
151,539 |
|
|
|
159,478 |
|
|
|
336,087 |
|
|
|
326,647 |
|
|
Less: Net (loss) earnings attributable to noncontrolling interests |
|
|
(7 |
) |
|
|
(1 |
) |
|
|
(72 |
) |
|
|
121 |
|
|
Net Earnings Attributable to Martin Marietta Materials, Inc. |
|
$ |
151,546 |
|
|
$ |
159,479 |
|
|
$ |
336,159 |
|
|
$ |
326,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Comprehensive Earnings: (See Note 1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings attributable to Martin Marietta Materials, Inc. |
|
$ |
154,524 |
|
|
$ |
161,036 |
|
|
$ |
343,918 |
|
|
$ |
327,637 |
|
|
Earnings (Loss) attributable to noncontrolling interests |
|
|
1 |
|
|
|
19 |
|
|
|
(62 |
) |
|
|
173 |
|
|
|
|
$ |
154,525 |
|
|
$ |
161,055 |
|
|
$ |
343,856 |
|
|
$ |
327,810 |
|
|
Net Earnings Attributable to Martin Marietta Materials, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic attributable to common shareholders |
|
$ |
2.40 |
|
|
$ |
2.50 |
|
|
$ |
5.33 |
|
|
$ |
5.10 |
|
|
Diluted attributable to common shareholders |
|
$ |
2.39 |
|
|
$ |
2.49 |
|
|
$ |
5.30 |
|
|
$ |
5.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average Common Shares Outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
62,896 |
|
|
|
63,452 |
|
|
|
62,940 |
|
|
|
63,713 |
|
|
Diluted |
|
|
63,158 |
|
|
|
63,723 |
|
|
|
63,218 |
|
|
|
63,967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Dividends Per Common Share |
|
$ |
0.44 |
|
|
$ |
0.42 |
|
|
$ |
1.28 |
|
|
$ |
1.22 |
|
See accompanying notes to the consolidated financial statements.
Page 4 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
(UNAUDITED) CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
Nine-Months Ended |
|
|||||
|
|
|
September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
|
|
(Dollars in Thousands) |
|
|||||
|
|
|
|
|
|||||
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
|
Consolidated net earnings |
|
$ |
336,087 |
|
|
$ |
326,647 |
|
|
Adjustments to reconcile consolidated net earnings to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization |
|
|
221,418 |
|
|
|
211,997 |
|
|
Stock-based compensation expense |
|
|
23,698 |
|
|
|
17,167 |
|
|
(Gain) Loss on divestitures and sales of assets |
|
|
(17,970 |
) |
|
|
158 |
|
|
Deferred income taxes |
|
|
6,543 |
|
|
|
59,834 |
|
|
Other items, net |
|
|
(9,618 |
) |
|
|
(17,797 |
) |
|
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: |
|
|
|
|
|
|
|
|
|
Accounts receivable, net |
|
|
(124,622 |
) |
|
|
(133,848 |
) |
|
Inventories, net |
|
|
(54,804 |
) |
|
|
(33,956 |
) |
|
Accounts payable |
|
|
3,182 |
|
|
|
12,422 |
|
|
Other assets and liabilities, net |
|
|
34,484 |
|
|
|
(20,911 |
) |
|
Net Cash Provided by Operating Activities |
|
|
418,398 |
|
|
|
421,713 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
|
(308,745 |
) |
|
|
(285,481 |
) |
|
Acquisitions, net |
|
|
(7,200 |
) |
|
|
(178,689 |
) |
|
Cash received in acquisition |
|
|
— |
|
|
|
4,246 |
|
|
Proceeds from divestitures and sales of assets |
|
|
33,138 |
|
|
|
5,216 |
|
|
Payment of railcar construction advances |
|
|
(42,954 |
) |
|
|
(37,370 |
) |
|
Reimbursement of railcar construction advances |
|
|
40,930 |
|
|
|
37,370 |
|
|
Net Cash Used for Investing Activities |
|
|
(284,831 |
) |
|
|
(454,708 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
Borrowings of debt |
|
|
1,011,244 |
|
|
|
360,000 |
|
|
Repayments of debt |
|
|
(975,035 |
) |
|
|
(168,267 |
) |
|
Payments on capital lease obligations |
|
|
(2,708 |
) |
|
|
(2,463 |
) |
|
Debt issuance costs |
|
|
(1,989 |
) |
|
|
(213 |
) |
|
Change in bank overdraft |
|
|
1,047 |
|
|
|
(10,235 |
) |
|
Contributions by owners of noncontrolling interest |
|
|
211 |
|
|
|
— |
|
|
Dividends paid |
|
|
(80,961 |
) |
|
|
(78,295 |
) |
|
Proceeds from exercise of stock options |
|
|
10,017 |
|
|
|
21,876 |
|
|
Shares withheld for employees' income tax obligations |
|
|
(10,213 |
) |
|
|
(7,133 |
) |
|
Repurchases of common stock |
|
|
(99,999 |
) |
|
|
(190,000 |
) |
|
Net Cash Used for Financing Activities |
|
|
(148,386 |
) |
|
|
(74,730 |
) |
|
Net Decrease in Cash and Cash Equivalents |
|
|
(14,819 |
) |
|
|
(107,725 |
) |
|
Cash and Cash Equivalents, beginning of period |
|
|
50,038 |
|
|
|
168,409 |
|
|
Cash and Cash Equivalents, end of period |
|
$ |
35,219 |
|
|
$ |
60,684 |
|
See accompanying notes to the consolidated financial statements.
Page 5 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
(UNAUDITED) CONSOLIDATED STATEMENT OF TOTAL EQUITY
|
(in thousands) |
|
Shares of Common Stock |
|
|
Common Stock |
|
|
Additional Paid-in Capital |
|
|
Accumulated Other Comprehensive Loss |
|
|
Retained Earnings |
|
|
Total Shareholders' Equity |
|
|
Noncontrolling Interests |
|
|
Total Equity |
|
||||||||
|
Balance at December 31, 2016 |
|
|
63,176 |
|
|
$ |
630 |
|
|
$ |
3,334,461 |
|
|
$ |
(130,687 |
) |
|
$ |
935,574 |
|
|
$ |
4,139,978 |
|
|
$ |
2,612 |
|
|
$ |
4,142,590 |
|
|
Consolidated net earnings (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
336,159 |
|
|
|
336,159 |
|
|
|
(72 |
) |
|
|
336,087 |
|
|
Other comprehensive earnings, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,759 |
|
|
|
— |
|
|
|
7,759 |
|
|
|
10 |
|
|
|
7,769 |
|
|
Dividends declared |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(80,961 |
) |
|
|
(80,961 |
) |
|
|
— |
|
|
|
(80,961 |
) |
|
Issuances of common stock for stock award plans |
|
|
141 |
|
|
|
2 |
|
|
|
4,585 |
|
|
|
— |
|
|
|
— |
|
|
|
4,587 |
|
|
|
— |
|
|
|
4,587 |
|
|
Repurchases of common stock |
|
|
(458 |
) |
|
|
(5 |
) |
|
|
— |
|
|
|
— |
|
|
|
(99,994 |
) |
|
|
(99,999 |
) |
|
|
— |
|
|
|
(99,999 |
) |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
23,698 |
|
|
|
— |
|
|
|
— |
|
|
|
23,698 |
|
|
|
— |
|
|
|
23,698 |
|
|
Contributions by owners of noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
211 |
|
|
|
211 |
|
|
Balance at September 30, 2017 |
|
|
62,859 |
|
|
$ |
627 |
|
|
$ |
3,362,744 |
|
|
$ |
(122,928 |
) |
|
$ |
1,090,778 |
|
|
$ |
4,331,221 |
|
|
$ |
2,761 |
|
|
$ |
4,333,982 |
|
See accompanying notes to the consolidated financial statements.
Page 6 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
1. |
Significant Accounting Policies |
Organization
Martin Marietta Materials, Inc. (the Company or Martin Marietta) is engaged principally in the building materials business, including aggregates, cement, ready mixed concrete and asphalt and paving product lines, collectively reported as the Building Materials business. The aggregates product line is sold and shipped from a network of more than 270 quarries and distribution facilities in 26 states, Nova Scotia and the Bahamas. The cement, ready mixed concrete and asphalt and paving product lines are located in strategic, vertically integrated markets, predominantly Texas and Colorado. Building materials are used for construction of highways and other infrastructure projects, and in the nonresidential and residential construction industries. Aggregates and cement products are also used in the railroad, agricultural, utility and environmental industries.
Effective January 1, 2017, the Company reorganized the operations and management reporting structure of its Texas-based aggregates, cement and ready mixed concrete product lines, resulting in a change to its reportable segments. As a result, the cement product line is reported in the West Group. The Company’s Building Materials business includes three reportable segments: the Mid-America Group, the Southeast Group and the West Group.
|
BUILDING MATERIALS BUSINESS |
||||||
|
Reportable Segments |
|
Mid-America Group |
|
Southeast Group |
|
West Group |
|
Operating Locations |
|
Indiana, Iowa, northern Kansas, Kentucky, Maryland, Minnesota, Missouri, eastern Nebraska, North Carolina, Ohio, South Carolina, Virginia, Washington and West Virginia |
|
Alabama, Florida, Georgia, Tennessee,
|
|
Arkansas, Colorado, southern Kansas, Louisiana, western Nebraska, Nevada, Oklahoma, Texas, Utah and Wyoming
|
|
|
|
|
|
|
|
|
|
Product Lines |
|
Aggregates |
|
Aggregates |
|
Aggregates, cement, ready mixed concrete and asphalt and paving |
|
|
|
|
|
|
|
|
|
Products and Services |
|
Crushed stone, sand and gravel |
|
Crushed stone, sand and gravel |
|
Crushed stone, sand and gravel; Portland and specialty cements; ready mixed concrete and asphalt and paving |
The Company has a Magnesia Specialties segment with manufacturing facilities in Manistee, Michigan, and Woodville, Ohio. The Magnesia Specialties segment produces magnesia-based chemicals products used in industrial, agricultural and environmental applications and dolomitic lime sold primarily to customers in the steel industry.
Page 7 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and in Article 10 of Regulation S-X. Other than the adoption of two new accounting pronouncements described below, 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, 2016. 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 nine-months ended September 30, 2017 are not indicative of the results expected for other interim periods or the full year. The consolidated balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by generally accepted accounting principles for complete financial statements. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
New Accounting Pronouncements
Share-Based Payment Accounting
Effective January 1, 2017, the Company adopted Accounting Standards Update (ASU) 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09) , which simplifies certain aspects of accounting guidance and requirements for share-based transactions. ASU 2016-09 requires shares withheld for employees’ income tax obligations to be presented as a financing activity in the statement of cash flows, with retrospective presentation. For the nine-months ended September 30, 2016, the Company reclassified a use of $2,635,000 from operating activities to financing activities on the statement of cash flows. Additionally, excess tax benefits from stock-based compensation transactions are presented as an operating activity with retrospective presentation. The Company previously presented excess tax benefits from stock-based compensation transactions as a financing activity and, for the nine-months ended September 30, 2016, reclassified a source of $5,010,000 to operating activities on the statement of cash flows. ASU 2016-09 also requires excess tax benefits and tax deficiencies to be recognized prospectively as income tax benefits or expense in the period awards vest or are exercised. For the three- and nine-months ended September 30, 2017, the Company recognized excess tax benefits of $854,000 and $6,113,000, respectively.
Page 8 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
New Accounting Pronouncements
Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
In March 2017, the Financial Accounting Standards Board (FASB) issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07) , which revises the financial statement presentation for periodic pension and postretirement expense or credit, other than service cost. ASU 2017-07 requires net periodic benefit cost or credit, with the exception of service cost, to be presented retrospectively as nonoperating expense. As permitted by ASU 2017-07, the Company used the pension and other postretirement benefit plan disclosures for the comparative prior periods as a practical expedient to estimate amounts for retrospective application. Service cost will remain a component of earnings from operations and represent the only cost of pension and postretirement expense eligible for capitalization, notably in the Company’s inventory standards. The Company early adopted this standard effective January 1, 2017. For the three-months ended September 30, 2016, the Company reclassified $739,000 and $1,575,000 from cost of sales and selling, general and administrative expenses, respectively, to nonoperating expense. For the nine-months ended September 30, 2016, the Company reclassified $2,084,000, $4,815,000 and $774,000 from cost of sales; selling, general and administrative expenses; and other operating income and expenses, respectively, to nonoperating expense.
Pending Accounting Pronouncements
Revenue Recognition Standard
The FASB issued an accounting standards update that amends the accounting guidance on revenue recognition. The new standard intends to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices and improve disclosure requirements. The new standard is effective January 1, 2018 and can be applied on a full retrospective or modified retrospective approach. The Company has completed its initial assessment of the provisions of the new standard and, at this time, does not expect the impact to be material to its results of operations and expects to adopt using the full retrospective approach.
Lease Standard
In February 2016, the FASB issued a new accounting standard, Accounting Codification Standard 842 – Leases, intending to improve financial reporting of leases and to provide more transparency into off-balance sheet leasing obligations. The guidance requires virtually all leases, excluding mineral interest leases, to be recorded on the balance sheet and provides guidance on the recognition of lease expense and income. The new standard is effective January 1, 2019 and must be applied on a modified retrospective approach. The Company is currently assessing the impact of the new standard on the Company’s financial statements. The Company believes the new standard will have a material effect on its balance sheet but has not quantified the impact at this time.
Reclassifications
Prior-year information has been reclassified to conform to the presentation of the Company’s current reportable segments and for the adoption of the two aforementioned accounting pronouncements.
Page 9 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Consolidated Comprehensive Earnings/Loss and Accumulated Other Comprehensive Loss
Consolidated comprehensive earnings/loss and accumulated other comprehensive loss consist of consolidated net earnings or loss; adjustments for the funded status of pension and postretirement benefit plans; foreign currency translation adjustments; and the amortization of the value of terminated forward starting interest rate swap agreements into interest expense, and are presented in the Company’s consolidated statements of earnings and comprehensive earnings.
Comprehensive earnings attributable to Martin Marietta is as follows:
|
|
|
Three-Months Ended |
|
|
Nine-Months Ended |
|
||||||||||
|
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
||||
|
|
|
(Dollars in Thousands) |
|
|||||||||||||
|
Net earnings attributable to Martin Marietta Materials, Inc. |
|
$ |
151,546 |
|
|
$ |
159,479 |
|
|
$ |
336,159 |
|
|
$ |
326,526 |
|
|
Other comprehensive earnings, net of tax |
|
|
2,978 |
|
|
|
1,557 |
|
|
|
7,759 |
|
|
|
1,111 |
|
|
Comprehensive earnings attributable to Martin Marietta Materials, Inc. |
|
$ |
154,524 |
|
|
$ |
161,036 |
|
|
$ |
343,918 |
|
|
$ |
327,637 |
|
Comprehensive earnings attributable to noncontrolling interests, consisting of net earnings and adjustments for the funded status of pension and postretirement benefit plans, is as follows:
|
|
|
Three-Months Ended |
|
|
Nine-Months Ended |
|
||||||||||
|
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
||||
|
|
|
(Dollars in Thousands) |
|
|||||||||||||
|
Net (loss) earnings attributable to noncontrolling interests |
|
$ |
(7 |
) |
|
$ |
(1 |
) |
|
$ |
(72 |
) |
|
$ |
121 |
|
|
Other comprehensive earnings, net of tax |
|
|
8 |
|
|
|
20 |
|
|
|
10 |
|
|
|
52 |
|
|
Comprehensive earnings (loss) attributable to noncontrolling interests |
|
$ |
1 |
|
|
$ |
19 |
|
|
$ |
(62 |
) |
|
$ |
173 |
|
Page 10 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Consolidated Comprehensive Earnings/Loss and Accumulated Other Comprehensive Loss (continued)
Changes in accumulated other comprehensive earnings (loss), net of tax, are as follows:
|
|
|
(Dollars in Thousands) |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Unamortized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terminated |
|
|
Accumulated |
|
||
|
|
|
Pension and |
|
|
|
|
|
|
Forward Starting |
|
|
Other |
|
|||
|
|
|
Postretirement |
|
|
Foreign |
|
|
Interest Rate |
|
|
Comprehensive |
|
||||
|
|
|
Benefit Plans |
|
|
Currency |
|
|
Swap |
|
|
Loss |
|
||||
|
|
|
Three-Months Ended September 30, 2017 |
|
|||||||||||||
|
Balance at beginning of period |
|
$ |
(124,553 |
) |
|
$ |
(636 |
) |
|
$ |
(717 |
) |
|
$ |
(125,906 |
) |
|
Other comprehensive earnings before reclassifications, net of tax |
|
|
— |
|
|
|
838 |
|
|
|
— |
|
|
|
838 |
|
|
Amounts reclassified from accumulated other comprehensive earnings, net of tax |
|
|
1,918 |
|
|
|
— |
|
|
|
222 |
|
|
|
2,140 |
|
|
Other comprehensive earnings, net of tax |
|
|
1,918 |
|
|
|
838 |
|
|
|
222 |
|
|
|
2,978 |
|
|
Balance at end of period |
|
$ |
(122,635 |
) |
|
$ |
202 |
|
|
$ |
(495 |
) |
|
$ |
(122,928 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three-Months Ended September 30, 2016 |
|
|||||||||||||
|
Balance at beginning of period |
|
$ |
(104,114 |
) |
|
$ |
(381 |
) |
|
$ |
(1,573 |
) |
|
$ |
(106,068 |
) |
|
Other comprehensive loss before reclassifications, net of tax |
|
|
— |
|
|
|
(198 |
) |
|
|
— |
|
|
|
(198 |
) |
|
Amounts reclassified from accumulated other comprehensive earnings, net of tax |
|
|
1,547 |
|
|
|
— |
|
|
|
208 |
|
|
|
1,755 |
|
|
Other comprehensive earnings (loss), net of tax |
|
|
1,547 |
|
|
|
(198 |
) |
|
|
208 |
|
|
|
1,557 |
|
|
Balance at end of period |
|
$ |
(102,567 |
) |
|
$ |
(579 |
) |
|
$ |
(1,365 |
) |
|
$ |
(104,511 |
) |
Page 11 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Consolidated Comprehensive Earnings/Loss and Accumulated Other Comprehensive Loss (continued)
|
|
|
(Dollars in Thousands) |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Unamortized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terminated |
|
|
Accumulated |
|
||
|
|
|
Pension and |
|
|
|
|
|
|
Forward Starting |
|
|
Other |
|
|||
|
|
|
Postretirement |
|
|
Foreign |
|
|
Interest Rate |
|
|
Comprehensive |
|
||||
|
|
|
Benefit Plans |
|
|
Currency |
|
|
Swap |
|
|
Loss |
|
||||
|
|
|
Nine-Months Ended September 30, 2017 |
|
|||||||||||||
|
Balance at beginning of period |
|
$ |
(128,373 |
) |
|
$ |
(1,162 |
) |
|
$ |
(1,152 |
) |
|
$ |
(130,687 |
) |
|
Other comprehensive earnings before reclassifications, net of tax |
|
|
— |
|
|
|
1,364 |
|
|
|
— |
|
|
|
1,364 |
|
|
Amounts reclassified from accumulated other comprehensive earnings, net of tax |
|
|
5,738 |
|
|
|
— |
|
|
|
657 |
|
|
|
6,395 |
|
|
Other comprehensive earnings, net of tax |
|
|
5,738 |
|
|
|
1,364 |
|
|
|
657 |
|
|
|
7,759 |
|
|
Balance at end of period |
|
$ |
(122,635 |
) |
|
$ |
202 |
|
|
$ |
(495 |
) |
|
$ |
(122,928 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-Months Ended September 30, 2016 |
|
|||||||||||||
|
Balance at beginning of period |
|
$ |
(103,380 |
) |
|
$ |
(264 |
) |
|
$ |
(1,978 |
) |
|
$ |
(105,622 |
) |
|
Other comprehensive loss before reclassifications, net of tax |
|
|
(3,830 |
) |
|
|
(315 |
) |
|
|
— |
|
|
|
(4,145 |
) |
|
Amounts reclassified from accumulated other comprehensive earnings, net of tax |
|
|
4,643 |
|
|
|
— |
|
|
|
613 |
|
|
|
5,256 |
|
|
Other comprehensive earnings (loss), net of tax |
|
|
813 |
|
|
|
(315 |
) |
|
|
613 |
|
|
|
1,111 |
|
|
Balance at end of period |
|
$ |
(102,567 |
) |
|
$ |
(579 |
) |
|
$ |
(1,365 |
) |
|
$ |
(104,511 |
) |
Page 12 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Consolidated Comprehensive Earnings/Loss and Accumulated Other Comprehensive Loss (continued)
Changes in net noncurrent deferred tax assets recorded in accumulated other comprehensive loss are as follows:
|
|
|
(Dollars in Thousands) |
|
|||||||||
|
|
|
Pension and Postretirement Benefit Plans |
|
|
Unamortized Value of Terminated Forward Starting Interest Rate Swap |
|
|
Net Noncurrent Deferred Tax Assets |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three-Months Ended September 30, 2017 |
|
|||||||||
|
Balance at beginning of period |
|
$ |
79,675 |
|
|
$ |
464 |
|
|
$ |
80,139 |
|
|
Tax effect of other comprehensive earnings |
|
|
(1,193 |
) |
|
|
(147 |
) |
|
|
(1,340 |
) |
|
Balance at end of period |
|
$ |
78,482 |
|
|
$ |
317 |
|
|
$ |
78,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three-Months Ended September 30, 2016 |
|
|||||||||
|
Balance at beginning of period |
|
$ |
66,931 |
|
|
$ |
1,023 |
|
|
$ |
67,954 |
|
|
Tax effect of other comprehensive earnings |
|
|
(986 |
) |
|
|
(136 |
) |
|
|
(1,122 |
) |
|
Balance at end of period |
|
$ |
65,945 |
|
|
$ |
887 |
|
|
$ |
66,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-Months Ended September 30, 2017 |
|
|||||||||
|
Balance at beginning of period |
|
$ |
82,044 |
|
|
$ |
749 |
|
|
$ |
82,793 |
|
|
Tax effect of other comprehensive earnings |
|
|
(3,562 |
) |
|
|
(432 |
) |
|
|
(3,994 |
) |
|
Balance at end of period |
|
$ |
78,482 |
|
|
$ |
317 |
|
|
$ |
78,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-Months Ended September 30, 2016 |
|
|||||||||
|
Balance at beginning of period |
|
$ |
66,467 |
|
|
$ |
1,290 |
|
|
$ |
67,757 |
|
|
Tax effect of other comprehensive earnings |
|
|
(522 |
) |
|
|
(403 |
) |
|
|
(925 |
) |
|
Balance at end of period |
|
$ |
65,945 |
|
|
$ |
887 |
|
|
$ |
66,832 |
|
Page 13 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Consolidated Comprehensive Earnings/Loss and Accumulated Other Comprehensive Loss (continued)
Reclassifications out of accumulated other comprehensive loss are as follows:
|
|
|
Three-Months Ended |
|
|
Nine-Months Ended |
|
|
Affected line items in the consolidated |
||||||||||
|
|
|
September 30, |
|
|
September 30, |
|
|
statements of earnings and |
||||||||||
|
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
|
comprehensive earnings |
||||
|
|
|
(Dollars in Thousands) |
|
|
|
|||||||||||||
|
Pension and postretirement benefit plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement charge |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
59 |
|
|
|
|
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service credit |
|
|
(402 |
) |
|
|
(404 |
) |
|
|
(1,070 |
) |
|
|
(1,209 |
) |
|
|
|
Actuarial loss |
|
|
3,513 |
|
|
|
2,893 |
|
|
|
10,370 |
|
|
|
8,681 |
|
|
|
|
|
|
|
3,111 |
|
|
|
2,489 |
|
|
|
9,300 |
|
|
|
7,531 |
|
|
Other nonoperating income, net |
|
Tax benefit |
|
|
(1,193 |
) |
|
|
(942 |
) |
|
|
(3,562 |
) |
|
|
(2,888 |
) |
|
Taxes on income |
|
|
|
$ |
1,918 |
|
|
$ |
1,547 |
|
|
$ |
5,738 |
|
|
$ |
4,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized value of terminated forward starting interest rate swap |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional interest expense |
|
$ |
369 |
|
|
$ |
344 |
|
|
$ |
1,089 |
|
|
$ |
1,016 |
|
|
Interest expense |
|
Tax benefit |
|
|
(147 |
) |
|
|
(136 |
) |
|
|
(432 |
) |
|
|
(403 |
) |
|
Taxes on income |
|
|
|
$ |
222 |
|
|
$ |
208 |
|
|
$ |
657 |
|
|
$ |
613 |
|
|
|
Earnings per Common Share
The numerator for basic and diluted earnings per common share is net earnings attributable to Martin Marietta Materials, Inc. reduced by dividends and undistributed earnings attributable to certain of the Company’s stock-based compensation. 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 nine-months ended September 30, 2017 and 2016, the diluted per-share computations reflect a change in 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 14 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Earnings per Common Share
The following table reconciles the numerator and denominator for basic and diluted earnings per common share:
|
|
|
Three-Months Ended |
|
|
Nine-Months Ended |
|
||||||||||
|
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
||||
|
|
|
(In Thousands) |
|
|||||||||||||
|
Net earnings attributable to Martin Marietta Materials, Inc. |
|
$ |
151,546 |
|
|
$ |
159,479 |
|
|
$ |
336,159 |
|
|
$ |
326,526 |
|
|
Less: Distributed and undistributed earnings attributable to unvested awards |
|
|
399 |
|
|
|
637 |
|
|
|
1,000 |
|
|
|
1,388 |
|
|
Basic and diluted net earnings available to common shareholders attributable to Martin Marietta Materials, Inc. |
|
$ |
151,147 |
|
|
$ |
158,842 |
|
|
$ |
335,159 |
|
|
$ |
325,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted-average common shares outstanding |
|
|
62,896 |
|
|
|
63,452 |
|
|
|
62,940 |
|
|
|
63,713 |
|
|
Effect of dilutive employee and director awards |
|
|
262 |
|
|
|
271 |
|
|
|
278 |
|
|
|
254 |
|
|
Diluted weighted-average common shares outstanding |
|
|
63,158 |
|
|
|
63,723 |
|
|
|
63,218 |
|
|
|
63,967 |
|
|
2. |
Goodwill |
|
|
|
(In Thousands) |
|
|||||||||||||
|
|
|
Mid-America |
|
|
Southeast |
|
|
West |
|
|
|
|
|
|||
|
|
|
Group |
|
|
Group |
|
|
Group |
|
|
Total |
|
||||
|
Balance at January 1, 2017 |
|
$ |
281,403 |
|
|
$ |
50,346 |
|
|
$ |
1,827,588 |
|
|
$ |
2,159,337 |
|
|
Adjustments to purchase price allocations |
|
|
— |
|
|
|
— |
|
|
|
723 |
|
|
|
723 |
|
|
Balance at September 30, 2017 |
|
$ |
281,403 |
|
|
$ |
50,346 |
|
|
$ |
1,828,311 |
|
|
$ |
2,160,060 |
|
The prior-year information has been reclassified to conform to the presentation of the Company’s current reportable segments.
|
3 . |
Inventories, Net |
|
|
|
September 30, |
|
|
December 31, |
|
|
September 30, |
|
|||
|
|
|
2017 |
|
|
2016 |
|
|
2016 |
|
|||
|
|
|
(Dollars in Thousands) |
|
|||||||||
|
Finished products |
|
$ |
526,404 |
|
|
$ |
479,291 |
|
|
$ |
462,698 |
|
|
Products in process and raw materials |
|
|
62,449 |
|
|
|
61,171 |
|
|
|
61,137 |
|
|
Supplies and expendable parts |
|
|
126,918 |
|
|
|
116,024 |
|
|
|
114,872 |
|
|
|
|
|
715,771 |
|
|
|
656,486 |
|
|
|
638,707 |
|
|
Less: Allowances |
|
|
(139,342 |
) |
|
|
(134,862 |
) |
|
|
(130,508 |
) |
|
Total |
|
$ |
576,429 |
|
|
$ |
521,624 |
|
|
$ |
508,199 |
|
Page 15 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
September 30, |
|
|
December 31, |
|
|
September 30, |
|
|||
|
|
|
2017 |
|
|
2016 |
|
|
2016 |
|
|||
|
|
|
(Dollars in Thousands) |
|
|||||||||
|
6.60% Senior Notes, due 2018 |
|
$ |
299,774 |
|
|
$ |
299,483 |
|
|
$ |
299,388 |
|
|
7% Debentures, due 2025 |
|
|
124,157 |
|
|
|
124,090 |
|
|
|
124,068 |
|
|
6.25% Senior Notes, due 2037 |
|
|
228,018 |
|
|
|
227,975 |
|
|
|
227,961 |
|
|
4.25% Senior Notes, due 2024 |
|
|
395,673 |
|
|
|
395,252 |
|
|
|
395,115 |
|
|
3.450% Senior Notes, due 2027 |
|
|
296,551 |
|
|
|
— |
|
|
|
— |
|
|
Floating Rate Notes, due 2020, interest rate of 1.96% at September 30, 2017 |
|
|
298,046 |
|
|
|
— |
|
|
|
— |
|
|
Floating Rate Notes, due 2017, interest rate of 2.10% and 1.94% at December 31, 2016 and September 30, 2016, respectively |
|
|
— |
|
|
|
299,033 |
|
|
|
298,750 |
|
|
Term Loan Facility, due 2018, interest rate of 1.90% at September 30, 2016 |
|
|
— |
|
|
|
— |
|
|
|
209,096 |
|
|
Revolving Facility, due 2021, interest rate of 1.86% at December 31, 2016 |
|
|
— |
|
|
|
160,000 |
|
|
|
— |
|
|
Trade Receivable Facility, interest rate of 1.96%, 1.34% and 1.22% at September 30, 2017, December 31, 2016 and September 30, 2016, respectively |
|
|
80,000 |
|
|
|
180,000 |
|
|
|
210,000 |
|
|
Other notes |
|
|
321 |
|
|
|
356 |
|
|
|
457 |
|
|
Total debt |
|
|
1,722,540 |
|
|
|
1,686,189 |
|
|
|
1,764,835 |
|
|
Less: Current maturities of long-term debt and short-term facilities |
|
|
(80,038 |
) |
|
|
(180,036 |
) |
|
|
(228,025 |
) |
|
Long-term debt |
|
$ |
1,642,502 |
|
|
$ |
1,506,153 |
|
|
$ |
1,536,810 |
|
On May 22, 2017, the Company issued $300,000,000 aggregate principal amount of Floating Rate Senior Notes due in 2020 (the Floating Rate Notes) and $300,000,000 principal amount of 3.450% Senior Notes due in 2027 (the 3.450% Senior Notes, and together with the Floating Rate Notes, the Senior Notes). The Senior Notes are senior unsecured obligations of the Company. The 3.450% Senior Notes may be redeemed in whole or in part prior to March 1, 2027 at a make-whole redemption price, or on or after March 1, 2027 at a redemption price equal to 100% of the principal amount of the notes to be redeemed, in either case plus unpaid interest, if any, accrued thereon to, but excluding, the date of redemption. The Floating Rate Notes may not be redeemed prior to their stated maturity date of May 22, 2020. The Floating Rate Notes bear interest at a rate, reset quarterly, equal to the three-month LIBOR for U.S. dollars plus 0.65% (or 65 basis points). If a change of control repurchase event, as defined, occurs, the Company will be required to make an irrevocable offer to repurchase all or, at the election of each holder, any part of the Senior Notes at a repurchase price equal to 101% of their principal amount, plus unpaid interest, if any, accrued thereon to, but excluding, the date of repurchase, unless, in the case of the 3.450% Senior Notes, the Company has exercised its right to redeem such notes in full.
Page 16 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The Company , through a wholly-owned special-purpose subsidiary, has a $300,000,000 trade receivable securitization facility (the Trade Receivable Facility). On September 27, 2017, the Company extended the maturity of the Trade Receivable Facility to September 26, 2018. The Trade Receivable Facility, with SunTrust Bank, Regions Bank, PNC Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, LTD., New York 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, of $402,754,000, $333,302,000 and $420,044,000 at September 30, 2017, December 31, 2016 and September 30, 2016, respectively. These receivables are originated by the Company and then sold to the wholly-owned special-purpose subsidiary by the Company . The Company con tinues to be responsible for the servicing and administration of the receivables purchased by the wholly-owned special-purpose subsidiary . Borrowings under the Trade Receivable Facility bear interest at a rate equal to one-month LIBOR plus 0.725%, subject to change in the event that this rate no longer reflects the lender’s cost of lending . The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements.
The Company has a $700,000,000 five-year senior unsecured revolving facility (the Revolving Facility) with JPMorgan Chase Bank, N.A., as Administrative Agent, Branch Banking and Trust Company (BB&T), Deutsche Bank Securities, Inc., SunTrust Bank and Wells Fargo Bank, N.A., as Co-Syndication Agents, and the lenders party thereto. The Revolving Facility requires the Company’s ratio of consolidated 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 3.50x 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. Additionally, if no amounts are outstanding under both the Revolving Facility and the Trade Receivable Facility, consolidated debt, including debt for which the Company is a co-borrower, may be reduced by the Company’s unrestricted cash and cash equivalents in excess of $50,000,000, such reduction not to exceed $200,000,000, for purposes of the covenant calculation. The Company was in compliance with this Ratio at September 30, 2017.
Available borrowings under the Revolving Facility are reduced by any outstanding letters of credit issued by the Company under the Revolving Facility. The Company had $1,962,900 of outstanding letters of credit issued under the Revolving Facility at September 30, 2017 and $2,507,000 at December 31, 2016 and September 30, 2016.
Current maturities of long-term debt and short-term facilities consist of borrowings under the Trade Receivable Facility as well as the current portions of the other notes. The 6.60% Senior Notes, due 2018, have been classified as a noncurrent liability as the Company has the intent and ability to refinance on a long-term basis before or at its maturity on April 15, 2018.
Accumulated other comprehensive loss includes the unamortized value of terminated forward starting interest rate swap agreements. For the three- and nine-months ended September 30, 2017, the Company recognized $369,000 and $1,089,000, respectively, as additional interest expense. For the three- and nine-months ended September 30, 2016, the Company recognized $344,000 and $1,016,000, respectively, as additional interest expense. The ongoing amortization of the terminated value of the forward starting interest rate swap agreements will increase interest expense by approximately $350,000 in the fourth quarter of 2017 and $460,000 during the first four months of 2018 until the related notes mature.
Page 17 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The Company’s financial instruments include cash equivalents, accounts receivable, notes receivable, bank overdraft, accounts payable, publicly-registered long-term notes, debentures and other long-term debt.
Cash equivalents 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.
Accounts receivable are due from a large number of customers, primarily in the construction industry, and are dispersed across wide geographic and economic regions. However, accounts receivable are more heavily concentrated in certain states (namely, Texas, Colorado, North Carolina, Iowa and Georgia). The estimated fair values of accounts receivable approximate their carrying amounts due to the short-term nature of the receivables.
Notes receivable are not publicly traded. Management estimates that the fair value of notes receivable approximates the carrying amount due to the short-term nature of the receivables.
The bank overdraft represents amounts to be funded to financial institutions for checks that have cleared the bank. The estimated fair value of the bank overdraft approximates its carrying value due to the short-term nature of the overdraft.
Accounts payable represent amounts owed to suppliers and vendors. The estimated fair value of accounts payable approximates its 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 $1,722,540,000 and $1,830,750,000, respectively, at September 30, 2017; $1,686,189,000 and $1,752,338,000, respectively, at December 31, 2016; and $1,764,835,000 and $1,876,802,000, respectively, at September 30, 2016. The estimated fair value of the publicly-registered long-term notes was estimated based on Level 1 of the fair value hierarchy using quoted market prices. The estimated fair value of other borrowings, which primarily represents variable-rate debt, was based on Level 2 of the fair value hierarchy using quoted market prices for similar debt instruments, and approximates their carrying amounts as the interest rates reset periodically.
|
6. |
Income Taxes |
The Company’s effective income tax rate for the nine-months ended September 30, 2017 was 26.2%. The effective income tax rate reflects the effect of federal and state income taxes and the impact of differences in book and tax accounting arising from the net permanent benefits associated with the statutory depletion deduction for mineral reserves and the domestic production deduction. For the nine-months ended September 30, 2017, as a result of the adoption of ASU 2016-09 (see Note 1), the effective income tax rate reflects the excess tax benefit related to the vesting and exercise of stock-based compensation awards, which are treated as discrete events, and had a favorable impact of 130 basis points on the tax rate. As previously stated in Note 1, this requirement of ASU 2016-09 is prospective and therefore, the prior-year effective income tax rate of 30.6% is not comparable.
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.
Page 18 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(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:
|
|
|
Three-Months Ended September 30, |
|
|||||||||||||
|
|
|
Pension |
|
|
Postretirement Benefits |
|
||||||||||
|
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
||||
|
|
|
(Dollars in Thousands) |
|
|||||||||||||
|
Service cost |
|
$ |
7,457 |
|
|
$ |
5,542 |
|
|
$ |
20 |
|
|
$ |
22 |
|
|
Interest cost |
|
|
9,729 |
|
|
|
8,970 |
|
|
|
182 |
|
|
|
216 |
|
|
Expected return on assets |
|
|
(10,691 |
) |
|
|
(9,425 |
) |
|
|
— |
|
|
|
— |
|
|
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost (credit) |
|
|
34 |
|
|
|
87 |
|
|
|
(436 |
) |
|
|
(491 |
) |
|
Actuarial loss (gain) |
|
|
3,604 |
|
|
|
3,018 |
|
|
|
(91 |
) |
|
|
(125 |
) |
|
Net periodic benefit cost (credit) |
|
$ |
10,133 |
|
|
$ |
8,192 |
|
|
$ |
(325 |
) |
|
$ |
(378 |
) |
|
|
|
Nine-Months Ended September 30, |
|
|||||||||||||
|
|
|
Pension |
|
|
Postretirement Benefits |
|
||||||||||
|
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
||||
|
|
|
(Dollars in Thousands) |
|
|||||||||||||
|
Service cost |
|
$ |
20,060 |
|
|
$ |
16,624 |
|
|
$ |
60 |
|
|
$ |
65 |
|
|
Interest cost |
|
|
27,074 |
|
|
|
26,908 |
|
|
|
547 |
|
|
|
648 |
|
|
Expected return on assets |
|
|
(29,818 |
) |
|
|
(28,272 |
) |
|
|
— |
|
|
|
— |
|
|
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost (credit) |
|
|
237 |
|
|
|
262 |
|
|
|
(1,307 |
) |
|
|
(1,471 |
) |
|
Actuarial loss (gain) |
|
|
10,643 |
|
|
|
9,055 |
|
|
|
(273 |
) |
|
|
(374 |
) |
|
Settlement charge |
|
|
— |
|
|
|
59 |
|
|
|
— |
|
|
|
— |
|
|
Special termination benefit |
|
|
— |
|
|
|
764 |
|
|
|
— |
|
|
|
(8 |
) |
|
Net periodic benefit cost (credit) |
|
$ |
28,196 |
|
|
$ |
25,400 |
|
|
$ |
(973 |
) |
|
$ |
(1,140 |
) |
The components of net periodic benefit cost (credit), other than the service cost component, are included in other nonoperating income, net, in the consolidated statements of earnings and comprehensive earnings.
Page 19 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Legal and Administrative Proceedings
The Company is engaged in certain legal and administrative proceedings incidental to its normal business activities. In the opinion of management and counsel, based upon currently-available facts, it is remote that the ultimate outcome of any litigation and other proceedings, including those pertaining to environmental matters, relating to the Company and its subsidiaries, will have a material adverse effect on the overall results of the Company’s operations, its cash flows or its financial position.
Borrowing Arrangements with Affiliate
The Company is a co-borrower with an unconsolidated affiliate for a $25,000,000 revolving line of credit agreement with BB&T Bank. 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 $6,000,000 interest-only loan, due December 31, 2019, outstanding from this unconsolidated affiliate as of September 30, 2017, December 31, 2016 and September 30, 2016. The interest rate is one-month LIBOR plus 1.75%.
|
9. |
Business Segments |
The Building Materials business contains three reportable business segments: Mid-America Group, Southeast Group and 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 net sales less cost of sales, selling, general and administrative expenses, acquisition-related expenses, net, other operating income and expenses, net, and exclude interest expense, other nonoperating income and expenses, net, and taxes on income. Corporate loss from operations primarily includes depreciation on capitalized interest, expenses for corporate administrative functions, acquisition-related expenses, net, and other nonrecurring and/or non-operational income and expenses excluded from the Company’s evaluation of business segment performance and resource allocation. All debt and related interest expense is held at Corporate.
The following table displays selected financial data for continuing operations for the Company’s reportable business segments. Total revenues and net sales in the table below, as well as the consolidated statements of earnings and comprehensive earnings, exclude intersegment sales which represent net sales from one segment to another segment which are eliminated.
Page 20 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Effective with a management change previously discussed in Note 1, the cement product line is reported in the West Group. Prior-year segment information has been reclassified to conform to the presentation of the Company’s current reportable segments and for the adoption of ASU 2017-07.
|
|
|
Three-Months Ended |
|
|
Nine-Months Ended |
|
||||||||||
|
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
||||
|
|
|
(Dollars in Thousands) |
|
|||||||||||||
|
Total revenues : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-America Group |
|
$ |
308,472 |
|
|
$ |
297,275 |
|
|
$ |
788,390 |
|
|
$ |
762,297 |
|
|
Southeast Group |
|
|
94,843 |
|
|
|
83,814 |
|
|
|
277,474 |
|
|
|
243,086 |
|
|
West Group |
|
|
620,512 |
|
|
|
657,663 |
|
|
|
1,726,742 |
|
|
|
1,671,596 |
|
|
Total Building Materials Business |
|
|
1,023,827 |
|
|
|
1,038,752 |
|
|
|
2,792,606 |
|
|
|
2,676,979 |
|
|
Magnesia Specialties |
|
|
63,905 |
|
|
|
65,149 |
|
|
|
202,510 |
|
|
|
192,955 |
|
|
Total |
|
$ |
1,087,732 |
|
|
$ |
1,103,901 |
|
|
$ |
2,995,116 |
|
|
$ |
2,869,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-America Group |
|
$ |
287,078 |
|
|
$ |
275,791 |
|
|
$ |
734,258 |
|
|
$ |
708,151 |
|
|
Southeast Group |
|
|
91,407 |
|
|
|
80,044 |
|
|
|
266,556 |
|
|
|
230,005 |
|
|
West Group |
|
|
585,126 |
|
|
|
622,265 |
|
|
|
1,622,954 |
|
|
|
1,570,969 |
|
|
Total Building Materials Business |
|
|
963,611 |
|
|
|
978,100 |
|
|
|
2,623,768 |
|
|
|
2,509,125 |
|
|
Magnesia Specialties |
|
|
58,526 |
|
|
|
60,244 |
|
|
|
186,342 |
|
|
|
178,615 |
|
|
Total |
|
$ |
1,022,137 |
|
|
$ |
1,038,344 |
|
|
$ |
2,810,110 |
|
|
$ |
2,687,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) from operations : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-America Group |
|
$ |
106,235 |
|
|
$ |
92,170 |
|
|
$ |
204,939 |
|
|
$ |
187,656 |
|
|
Southeast Group |
|
|
17,882 |
|
|
|
11,938 |
|
|
|
42,331 |
|
|
|
30,579 |
|
|
West Group |
|
|
96,522 |
|
|
|
134,559 |
|
|
|
270,246 |
|
|
|
299,722 |
|
|
Total Building Materials Business |
|
|
220,639 |
|
|
|
238,667 |
|
|
|
517,516 |
|
|
|
517,957 |
|
|
Magnesia Specialties |
|
|
17,590 |
|
|
|
20,432 |
|
|
|
58,589 |
|
|
|
60,319 |
|
|
Corporate |
|
|
(11,265 |
) |
|
|
(16,430 |
) |
|
|
(59,138 |
) |
|
|
(58,735 |
) |
|
Total |
|
$ |
226,964 |
|
|
$ |
242,669 |
|
|
$ |
516,967 |
|
|
$ |
519,541 |
|
Page 21 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The Building Materials business includes the aggregates, cement, ready mixed concrete and asphalt and paving product lines. All cement, ready mixed concrete and asphalt and paving product lines reside in the West Group. The following table, which is reconciled to consolidated amounts, provides net sales and gross profit by business: Building Materials (further divided by product line) and Magnesia Specialties.
|
|
|
Three-Months Ended |
|
|
Nine-Months Ended |
|
||||||||||
|
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
||||
|
|
|
(Dollars in Thousands) |
|
|||||||||||||
|
Total revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregates |
|
$ |
647,121 |
|
|
$ |
637,995 |
|
|
$ |
1,776,292 |
|
|
$ |
1,715,457 |
|
|
Cement |
|
|
91,884 |
|
|
|
97,287 |
|
|
|
290,513 |
|
|
|
287,944 |
|
|
Ready Mixed Concrete |
|
|
240,456 |
|
|
|
264,050 |
|
|
|
705,128 |
|
|
|
666,506 |
|
|
Asphalt and Paving |
|
|
150,375 |
|
|
|
151,141 |
|
|
|
291,844 |
|
|
|
253,937 |
|
|
Less: Interproduct Revenues |
|
|
(106,009 |
) |
|
|
(111,721 |
) |
|
|
(271,171 |
) |
|
|
(246,865 |
) |
|
Total Building Materials Business |
|
|
1,023,827 |
|
|
|
1,038,752 |
|
|
|
2,792,606 |
|
|
|
2,676,979 |
|
|
Magnesia Specialties |
|
|
63,905 |
|
|
|
65,149 |
|
|
|
202,510 |
|
|
|
192,955 |
|
|
Total |
|
$ |
1,087,732 |
|
|
$ |
1,103,901 |
|
|
$ |
2,995,116 |
|
|
$ |
2,869,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregates |
|
$ |
591,195 |
|
|
$ |
581,536 |
|
|
$ |
1,620,962 |
|
|
$ |
1,559,688 |
|
|
Cement |
|
|
88,615 |
|
|
|
94,744 |
|
|
|
281,315 |
|
|
|
279,045 |
|
|
Ready Mixed Concrete |
|
|
240,216 |
|
|
|
263,747 |
|
|
|
704,491 |
|
|
|
665,546 |
|
|
Asphalt and Paving |
|
|
149,594 |
|
|
|
149,794 |
|
|
|
288,171 |
|
|
|
251,712 |
|
|
Less: Interproduct Sales |
|
|
(106,009 |
) |
|
|
(111,721 |
) |
|
|
(271,171 |
) |
|
|
(246,866 |
) |
|
Total Building Materials Business |
|
|
963,611 |
|
|
|
978,100 |
|
|
|
2,623,768 |
|
|
|
2,509,125 |
|
|
Magnesia Specialties |
|
|
58,526 |
|
|
|
60,244 |
|
|
|
186,342 |
|
|
|
178,615 |
|
|
Total |
|
$ |
1,022,137 |
|
|
$ |
1,038,344 |
|
|
$ |
2,810,110 |
|
|
$ |
2,687,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss) : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregates |
|
$ |
187,947 |
|
|
$ |
173,891 |
|
|
$ |
440,711 |
|
|
$ |
420,972 |
|
|
Cement |
|
|
27,604 |
|
|
|
36,871 |
|
|
|
87,962 |
|
|
|
93,535 |
|
|
Ready Mixed Concrete |
|
|
23,907 |
|
|
|
32,787 |
|
|
|
70,562 |
|
|
|
75,987 |
|
|
Asphalt and Paving |
|
|
28,864 |
|
|
|
30,247 |
|
|
|
44,433 |
|
|
|
36,838 |
|
|
Total Building Materials Business |
|
|
268,322 |
|
|
|
273,796 |
|
|
|
643,668 |
|
|
|
627,332 |
|
|
Magnesia Specialties |
|
|
19,910 |
|
|
|
22,845 |
|
|
|
65,849 |
|
|
|
67,564 |
|
|
Corporate |
|
|
3,446 |
|
|
|
(3,334 |
) |
|
|
3,321 |
|
|
|
(8,908 |
) |
|
Total |
|
$ |
291,678 |
|
|
$ |
293,307 |
|
|
$ |
712,838 |
|
|
$ |
685,988 |
|
Page 22 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Other operating expense (income), net, for the three-months ended September 30, 2017 reflects a gain on asset retirement obligations offset by a $12,425,000 of nonrecurring repair costs related to certain of the Company’s leased railcars. For the nine-months ended September 30, 2017, other operating expense (income), net, reflects a $13,500,000 gain on the sale of real estate and approximately $7,500,000 of expense, including both cash and stock-based compensation components, related to the retirement of Anne Lloyd, Chief Financial Officer. The vesting of Ms. Lloyd’s shares of restricted stock awards, performance stock awards and stock options will continue on their original vesting schedules, which extend beyond Ms. Lloyd's retirement date. Accordingly, the Company recognized all remaining expense related to the stock-based awards.
|
11. |
Supplemental Cash Flow Information |
The components of the change in other assets and liabilities, net, are as follows:
|
|
|
Nine-Months Ended |
|
|||||
|
|
|
September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
|
|
(Dollars in Thousands) |
|
|||||
|
Other current and noncurrent assets |
|
$ |
(29,342 |
) |
|
$ |
(3,997 |
) |
|
Accrued salaries, benefits and payroll taxes |
|
|
(6,234 |
) |
|
|
413 |
|
|
Accrued insurance and other taxes |
|
|
10,230 |
|
|
|
5,041 |
|
|
Accrued income taxes |
|
|
16,393 |
|
|
|
693 |
|
|
Accrued pension, postretirement and postemployment benefits |
|
|
(5,807 |
) |
|
|
(21,624 |
) |
|
Other current and noncurrent liabilities |
|
|
49,244 |
|
|
|
(1,437 |
) |
|
|
|
$ |
34,484 |
|
|
$ |
(20,911 |
) |
Noncash investing and financing activities are as follows:
|
|
|
Nine-Months Ended |
|
|||||
|
|
|
September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
|
|
(Dollars in Thousands) |
|
|||||
|
Noncash investing and financing activities: |
|
|
|
|
|
|
|
|
|
Accrued liabilities for purchases of property, plant and equipment |
|
$ |
20,339 |
|
|
$ |
24,453 |
|
|
Acquisition of assets through capital lease |
|
$ |
196 |
|
|
$ |
998 |
|
|
Settlement of royalty obligation via asset sale |
|
$ |
900 |
|
|
$ |
— |
|
Page 23 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Supplemental disclosures of cash flow information are as follows:
|
|
|
Nine-Months Ended |
|
|||||
|
|
|
September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
|
|
(Dollars in Thousands) |
|
|||||
|
Cash paid for interest |
|
$ |
49,564 |
|
|
$ |
48,813 |
|
|
Cash paid for income taxes |
|
$ |
96,643 |
|
|
$ |
81,589 |
|
|
12 . |
Business Combinations |
In the first quarter 2016, the Company acquired the outstanding stock of Rocky Mountain Materials and Asphalt, Inc., and Rocky Mountain Premix Inc. The acquisition provides more than 500 million tons of mineral reserves and expands the Company’s presence along the Front Range of the Rocky Mountains, home to 80% of Colorado’s population. The acquired operations are reported through the West Group.
In July 2016, the Company acquired the remaining interest in Ratliff Ready-Mix, L.P. (Ratliff), which operates ready mixed concrete plants in central Texas. Prior to the acquisition, the Company owned a 40% interest in Ratliff which was accounted for under the equity method. The Company was required to re-measure the existing 40% interest to fair value upon closing of the transaction, resulting in a gain of $5,863,000, which was recorded in other nonoperating income in third quarter 2016. These operations are reported in the West Group.
The impact of these acquisitions on the operating results was not considered material; therefore, pro forma financial information is not included.
|
13. |
Pending Acquisition of Bluegrass Materials |
On June 26, 2017, the Company announced a definitive agreement to acquire Bluegrass Materials Company (Bluegrass) for $1,625,000,000 in cash. The Company will not acquire any of Bluegrass’ cash and cash equivalents nor will it assume any of Bluegrass’ outstanding debt. Bluegrass is the largest privately held, pure-play aggregates business in the United States and has a portfolio of 23 active sites with more than 125 years of strategically-located, high-quality reserves, in Georgia, South Carolina, Tennessee, Maryland and Kentucky. These operations complement the Company’s existing southeastern footprint and provides a new growth platform within the southern portion of the Northeast Megaregion. The Company and Bluegrass are continuing to work closely and cooperatively with the Department of Justice in its review of the proposed transaction. The parties currently anticipate that the proposed acquisition will be completed in the first half of 2018.
Page 24 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
It em 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 leading supplier of building materials, including aggregates, cement, ready mixed concrete and asphalt and paving (collectively herein referred to as the Building Materials business). The aggregates product line is sold and shipped from a network of more than 270 quarries and distribution facilities in 26 states, Nova Scotia and the Bahamas. The cement, ready mixed concrete and asphalt and paving product lines are located in strategic, vertically-integrated markets, predominantly Texas and Colorado. The Company’s annual consolidated net sales and earnings from operations are predominantly derived from its Building Materials business which sells to all sectors of public infrastructure, environmental industries, nonresidential and residential construction industries, as well as agriculture, railroad ballast, chemical, utility and other uses. The Building Materials business’ products are used primarily by commercial customers principally in domestic construction of highways and other infrastructure projects and for nonresidential and residential building development.
Effective January 1, 2017, the Company reorganized the operations and management reporting structure of its Texas-based aggregates, ready mixed concrete and cement product lines, resulting in a change to its reportable segments. The Company currently conducts its Building Materials business through three reportable business segments: Mid-America Group, Southeast Group and West Group.
|
BUILDING MATERIALS BUSINESS |
||||||
|
Reportable Segments |
|
Mid-America Group |
|
Southeast Group |
|
West Group |
|
Operating Locations |
|
Indiana, Iowa, northern Kansas, Kentucky, Maryland, Minnesota, Missouri, eastern Nebraska, North Carolina, Ohio, South Carolina, Virginia, Washington and West Virginia |
|
Alabama, Florida, Georgia, Tennessee, Nova Scotia and the Bahamas |
|
Arkansas, Colorado, southern Kansas, Louisiana, western Nebraska, Nevada, Oklahoma, Texas, Utah and Wyoming |
|
|
|
|
|
|||
|
Product Lines |
|
Aggregates (crushed stone, sand and gravel) |
|
Aggregates (crushed stone, sand and gravel) |
|
Aggregates (crushed stone, sand and gravel), cement (Portland and specialty cements), ready mixed concrete and asphalt and paving |
|
|
|
|
|
|||
|
Plant Types |
|
Quarries and Distribution Facilities |
|
Quarries and Distribution Facilities |
|
Quarries, Plants and Distribution Facilities |
|
|
|
|
|
|||
|
Modes of Transportation |
|
Truck and Rail |
|
Truck, Rail and Water |
|
Truck and Rail |
The Company also has a Magnesia Specialties segment that produces magnesia-based chemicals products used in industrial, agricultural and environmental applications and dolomitic lime sold primarily to customers in the steel industry.
Page 25 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
The Company outlined its critical accounting policies in its Annual Report on Form 10-K for the year ended December 31, 2016. There were no changes to the Company’s critical accounting policies during the nine-months ended September 30, 2017.
RESULTS OF OPERATIONS
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 and paving 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 and southwest. Excessive rainfall, and conversely excessive drought, can also jeopardize shipments, production and profitability in all markets served by the Company. Because of the potentially significant impact of weather on the Company’s operations, current period and year-to-date results are not indicative of expected performance for other interim periods or the full year.
All references to gross margin are calculated as a percentage of total revenues.
Earnings before interest, income taxes, depreciation, depletion and amortization (EBITDA) is a widely accepted financial indicator of a company’s ability to service and/or incur indebtedness. EBITDA is not defined by generally accepted accounting principles and, as such, should not be construed as an alternative to net earnings, operating earnings or operating cash flow. However, the Company’s management believes that EBITDA may provide additional information with respect to the Company’s performance or ability to meet its future debt service, capital expenditures or working capital requirements. Because EBITDA exclude some, but not all, items that affect net earnings and may vary among companies, the EBITDA presented by the Company may not be comparable to similarly titled measures of other companies.
A reconciliation of net earnings attributable to Martin Marietta Materials, Inc. to consolidated EBITDA is as follows:
|
|
|
Three-Months Ended |
|
|
Nine-Months Ended |
|
||||||||||
|
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
||||
|
|
|
(Dollars in thousands) |
|
|||||||||||||
|
Net Earnings Attributable to Martin Marietta Materials, Inc. |
|
$ |
151,546 |
|
|
$ |
159,479 |
|
|
$ |
336,159 |
|
|
$ |
326,526 |
|
|
Add back: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
23,141 |
|
|
|
20,568 |
|
|
|
68,037 |
|
|
|
60,896 |
|
|
Income tax expense for controlling interests |
|
|
52,744 |
|
|
|
70,850 |
|
|
|
119,247 |
|
|
|
143,923 |
|
|
Depreciation, depletion and amortization expense |
|
|
74,531 |
|
|
|
71,899 |
|
|
|
218,531 |
|
|
|
210,553 |
|
|
Consolidated EBITDA |
|
$ |
301,962 |
|
|
$ |
322,796 |
|
|
$ |
741,974 |
|
|
$ |
741,898 |
|
Page 26 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
Significant items for the quarter ended September 30, 2017 (unless noted, all comparisons are versus the prior-year quarter):
|
|
♦ |
Consolidated net sales of $1.02 billion compared with $1.04 billion |
|
|
♦ |
Building Materials business net sales of $963.6 million compared with $978.1 million and Magnesia Specialties net sales of $58.5 million compared with $60.2 million |
|
|
♦ |
Consolidated total revenues of $1.09 billion compared with $1.10 billion |
|
|
♦ |
Consolidated gross profit of $291.7 million compared with $293.3 million |
|
|
♦ |
Consolidated earnings from operations of $227.0 million compared with $242.7 million |
|
|
♦ |
Net earnings attributable to Martin Marietta of $151.5 million compared with $159.5 million |
|
|
♦ |
EBITDA of $302.0 million compared with $322.8 million |
|
|
♦ |
Earnings per diluted share of $2.39 compared with $2.49 |
The following table presents total revenues, gross profit (loss), selling, general and administrative expenses and earnings (loss) from operations data for the Company and its reportable segments for the three-months ended September 30, 2017 and 2016. In each case, the data is stated as a percentage of total revenues of the Company or the relevant segment, as the case may be. Prior-year information has been reclassified to conform to the presentation of the Company’s current reportable segments and for the adoption of the accounting pronouncement discussed in Note 1 of the consolidated financial statements.
|
|
|
Three-Months Ended September 30, |
|
|||||||||||||
|
|
|
2017 |
|
|
2016 |
|
||||||||||
|
|
|
Amount |
|
|
% of Total Revenues |
|
|
Amount |
|
|
% of Total Revenues |
|
||||
|
|
|
(Dollars in Thousands) |
|
|||||||||||||
|
Total revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-America Group |
|
$ |
308,472 |
|
|
|
|
|
|
$ |
297,275 |
|
|
|
|
|
|
Southeast Group |
|
|
94,843 |
|
|
|
|
|
|
|
83,814 |
|
|
|
|
|
|
West Group |
|
|
620,512 |
|
|
|
|
|
|
|
657,663 |
|
|
|
|
|
|
Total Building Materials Business |
|
|
1,023,827 |
|
|
|
|
|
|
|
1,038,752 |
|
|
|
|
|
|
Magnesia Specialties |
|
|
63,905 |
|
|
|
|
|
|
|
65,149 |
|
|
|
|
|
|
Total |
|
$ |
1,087,732 |
|
|
|
|
|
|
$ |
1,103,901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 27 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
|
|
Three-Months Ended September 30, |
|
||||||||||||||
|
|
|
2017 |
|
|
2016 |
|
||||||||||
|
|
|
Amount |
|
|
% of Total Revenues |
|
|
Amount |
|
|
% of Total Revenues |
|
||||
|
|
|
(Dollars in Thousands) |
|
|||||||||||||
|
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-America Group |
|
$ |
117,957 |
|
|
|
38.2 |
|
|
$ |
103,801 |
|
|
|
34.9 |
|
|
Southeast Group |
|
|
18,371 |
|
|
|
19.4 |
|
|
|
15,950 |
|
|
|
19.0 |
|
|
West Group |
|
|
131,994 |
|
|
|
21.3 |
|
|
|
154,045 |
|
|
|
23.4 |
|
|
Total Building Materials Business |
|
|
268,322 |
|
|
|
26.2 |
|
|
|
273,796 |
|
|
|
26.4 |
|
|
Magnesia Specialties |
|
|
19,910 |
|
|
|
31.2 |
|
|
|
22,845 |
|
|
|
35.1 |
|
|
Corporate |
|
|
3,446 |
|
|
|
|
|
|
|
(3,334 |
) |
|
|
|
|
|
Total |
|
$ |
291,678 |
|
|
|
26.8 |
|
|
$ |
293,307 |
|
|
|
26.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general & administrative expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-America Group |
|
$ |
12,671 |
|
|
|
4.1 |
|
|
$ |
12,817 |
|
|
|
4.3 |
|
|
Southeast Group |
|
|
4,097 |
|
|
|
4.3 |
|
|
|
4,274 |
|
|
|
5.1 |
|
|
West Group |
|
|
24,716 |
|
|
|
4.0 |
|
|
|
22,459 |
|
|
|
3.4 |
|
|
Total Building Materials Business |
|
|
41,484 |
|
|
|
4.1 |
|
|
|
39,550 |
|
|
|
3.8 |
|
|
Magnesia Specialties |
|
|
2,329 |
|
|
|
3.6 |
|
|
|
2,387 |
|
|
|
3.7 |
|
|
Corporate |
|
|
13,406 |
|
|
|
|
|
|
|
12,836 |
|
|
|
|
|
|
Total |
|
$ |
57,219 |
|
|
|
5.3 |
|
|
$ |
54,773 |
|
|
|
5.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-America Group |
|
$ |
106,235 |
|
|
|
34.4 |
|
|
$ |
92,170 |
|
|
|
31.0 |
|
|
Southeast Group |
|
|
17,882 |
|
|
|
18.9 |
|
|
|
11,938 |
|
|
|
14.2 |
|
|
West Group |
|
|
96,522 |
|
|
|
15.6 |
|
|
|
134,559 |
|
|
|
20.5 |
|
|
Total Building Materials Business |
|
|
220,639 |
|
|
|
21.6 |
|
|
|
238,667 |
|
|
|
23.0 |
|
|
Magnesia Specialties |
|
|
17,590 |
|
|
|
27.5 |
|
|
|
20,432 |
|
|
|
31.4 |
|
|
Corporate |
|
|
(11,265 |
) |
|
|
|
|
|
|
(16,430 |
) |
|
|
|
|
|
Total |
|
$ |
226,964 |
|
|
|
20.9 |
|
|
$ |
242,669 |
|
|
|
22.0 |
|
Page 28 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
Net sales by product line for the Building Materials business are as follows:
|
|
|
Three-Months Ended |
|
|||||
|
|
|
September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
|
|
(Dollars in Thousands) |
|
|||||
|
Total revenues: |
|
|
|
|
|
|
|
|
|
Aggregates |
|
$ |
647,121 |
|
|
$ |
637,995 |
|
|
Cement |
|
|
91,884 |
|
|
|
97,287 |
|
|
Ready Mixed Concrete |
|
|
240,456 |
|
|
|
264,050 |
|
|
Asphalt and Paving |
|
|
150,375 |
|
|
|
151,141 |
|
|
Less: Interproduct revenues |
|
|
(106,009 |
) |
|
|
(111,721 |
) |
|
Total Building Materials Business |
|
$ |
1,023,827 |
|
|
$ |
1,038,752 |
|
|
|
|
|
|
|
|
|
|
|
|
Net sales: |
|
|
|
|
|
|
|
|
|
Aggregates |
|
$ |
591,195 |
|
|
$ |
581,536 |
|
|
Cement |
|
|
88,615 |
|
|
|
94,744 |
|
|
Ready Mixed Concrete |
|
|
240,216 |
|
|
|
263,747 |
|
|
Asphalt and Paving |
|
|
149,594 |
|
|
|
149,794 |
|
|
Less: Interproduct sales |
|
|
(106,009 |
) |
|
|
(111,721 |
) |
|
Total Building Materials Business |
|
$ |
963,611 |
|
|
$ |
978,100 |
|
The following tables present volume and pricing variance data and shipments data for the aggregates product line by segment.
|
|
|
Three-Months Ended |
|
|||||
|
|
|
September 30, 2017 |
|
|||||
|
|
|
Volume |
|
|
Pricing |
|
||
|
Volume/Pricing Variance (1) |
|
|
|
|
|
|
|
|
|
Mid-America Group |
|
|
(2.0 |
)% |
|
|
6.2 |
% |
|
Southeast Group |
|
|
4.7 |
% |
|
|
9.6 |
% |
|
West Group |
|
|
(6.8 |
)% |
|
|
1.1 |
% |
|
Aggregates Product Line |
|
|
(3.2 |
)% |
|
|
5.1 |
% |
|
(1) |
Volume/pricing variances reflect the percentage increase/(decrease) from the comparable period in the prior year. |
Page 29 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
|
|
|
Three-Months Ended |
|
|||||
|
|
|
September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
|
|
(Tons in Thousands) |
|
|||||
|
Shipments |
|
|
|
|
|
|
|
|
|
Mid-America Group |
|
|
21,371 |
|
|
|
21,818 |
|
|
Southeast Group |
|
|
5,349 |
|
|
|
5,109 |
|
|
West Group |
|
|
17,085 |
|
|
|
18,331 |
|
|
Aggregates Product Line |
|
|
43,805 |
|
|
|
45,258 |
|
The following table presents shipments data for the Building Materials business by product line.
|
|
|
Three-Months Ended |
|
|||||
|
|
|
September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
Shipments |
|
|
|
|
|
|
|
|
|
Aggregates Product Line (in thousands): |
|
|
|
|
|
|
|
|
|
Tons to external customers |
|
|
40,787 |
|
|
|
41,947 |
|
|
Internal tons used in other product lines |
|
|
3,018 |
|
|
|
3,311 |
|
|
Total aggregates tons |
|
|
43,805 |
|
|
|
45,258 |
|
|
|
|
|
|
|
|
|
|
|
|
Cement (in thousands): |
|
|
|
|
|
|
|
|
|
Tons to external customers |
|
|
523 |
|
|
|
574 |
|
|
Internal tons used in ready mixed concrete |
|
|
294 |
|
|
|
331 |
|
|
Total cement tons |
|
|
817 |
|
|
|
905 |
|
|
|
|
|
|
|
|
|
|
|
|
Ready Mixed Concrete (in thousands of cubic yards) |
|
|
2,160 |
|
|
|
2,486 |
|
|
|
|
|
|
|
|
|
|
|
|
Asphalt (in thousands): |
|
|
|
|
|
|
|
|
|
Tons to external customers |
|
|
385 |
|
|
|
412 |
|
|
Internal tons used in paving business |
|
|
829 |
|
|
|
948 |
|
|
Total asphalt tons |
|
|
1,214 |
|
|
|
1,360 |
|
The volume declines are attributable to near-record precipitation, even before disruptions from hurricane activity in the Gulf of Mexico and the Atlantic Ocean, coupled with on-going project delays, customer- and Department of Transportation-related labor constraints and government uncertainty. Particularly for Texas, third quarter 2017 marked the fourth wettest quarter out of the last 123 years.
Page 30 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
The infrastructure market c omprised 42 % of third quarter aggregates product line volumes, which remains below the Company’s most recent five-year average. Continued underinvestment in the nation’s infrastructure, coupled with marginal infrastructure construction activity from the F ixing America’s Surface Transportation Act (FAST Act) and ongoing project delays, resulted in declining infrastructure shipments.
The nonresidential market represented 32% of aggregates product line shipments and overall nonresidential shipments were relatively flat for the third quarter. Volumes were driven primarily by office, retail and warehouse projects along interstate corridors as the Company awaits the start of the next round of major energy-sector construction projects along the Gulf of Mexico. The Mid-America and Southeast Groups reported strong industrial construction growth. Consistent with management’s expectations, the West Group reported a decline in nonresidential shipments due to the completion of several large energy-related projects in 2016 that were not immediately replaced in 2017. Management expects the next wave of these projects to bid in 2018.
The residential market accounted for 19% of third quarter aggregates product line shipments, which increased 4%, driven by continued strength in housing across the Company’s geographic footprint, particularly in the southeastern United States. Texas, Florida, North Carolina, Georgia, South Carolina and Colorado, key geographies for the Building Materials business, comprised six of the top ten states for growth in single-family housing starts as of September 2017.
The ChemRock/Rail market accounted for the remaining 7% of aggregates product line volumes and declined versus the prior-year quarter.
The average selling price by product line for the Building Materials business is as follows:
|
|
|
Three-Months Ended |
|
|||||||||
|
|
|
September 30, |
|
|||||||||
|
|
|
2017 |
|
|
2016 |
|
|
% Change |
|
|||
|
Aggregates (per ton) |
|
$ |
13.40 |
|
|
$ |
12.75 |
|
|
|
5.1 |
% |
|
Cement (per ton) |
|
$ |
107.11 |
|
|
$ |
103.08 |
|
|
|
3.9 |
% |
|
Ready Mixed Concrete (per cubic yard) |
|
$ |
109.22 |
|
|
$ |
104.16 |
|
|
|
4.9 |
% |
|
Asphalt (per ton) |
|
$ |
44.73 |
|
|
$ |
40.01 |
|
|
|
11.8 |
% |
Average selling prices improved across all product lines and geographies despite lower shipment volumes. The aggregates product line average selling price improvement was led by a 9.6% increase in the Southeast Group. The Mid-America Group and West Group reported increases of 6.2% and 1.1%, respectively. The cement product line generated pricing growth of 3.9%, driven by ongoing construction activity in the Dallas/Fort Worth area.
Magnesia Specialties Business
Magnesia Specialties reported third-quarter net sales of $58.5 million compared with $60.2 million, reflecting inventory adjustments by several large chemical customers due to their unplanned downtime. Total revenues were $63.9 million compared with $65.1 million in the prior-year quarter. Gross profit for the third quarter was $19.9 million compared with $22.8 million and earnings from operations were $17.6 million compared with $20.4 million. Timing of kiln outages coupled with higher energy and maintenance costs led to the lower gross profit and earnings from operations.
Page 31 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
The following presents a rollforward of consolidated gross profit (dollars in thousands):
|
Consolidated gross profit, quarter-ended September 30, 2016 |
|
$ |
293,307 |
|
|
Aggregates product line: |
|
|
|
|
|
Volume |
|
|
(19,638 |
) |
|
Pricing |
|
|
29,339 |
|
|
Cost decreases, net |
|
|
4,355 |
|
|
Change in aggregates product line gross profit |
|
|
14,056 |
|
|
Vertically-integrated product lines |
|
|
(19,530 |
) |
|
Magnesia Specialties |
|
|
(2,935 |
) |
|
Corporate |
|
|
6,780 |
|
|
Change in consolidated gross profit |
|
|
(1,629 |
) |
|
Consolidated gross profit, quarter-ended September 30, 2017 |
|
$ |
291,678 |
|
Gross profit (loss) by business is as follows:
|
|
|
Three-Months Ended |
|
|||||
|
|
|
September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
|
|
(Dollars in Thousands) |
|
|||||
|
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
Building Materials Business |
|
|
|
|
|
|
|
|
|
Aggregates |
|
$ |
187,947 |
|
|
$ |
173,891 |
|
|
Cement |
|
|
27,604 |
|
|
|
36,871 |
|
|
Ready Mixed Concrete |
|
|
23,907 |
|
|
|
32,787 |
|
|
Asphalt and Paving |
|
|
28,864 |
|
|
|
30,247 |
|
|
Total Building Materials Business |
|
|
268,322 |
|
|
|
273,796 |
|
|
Magnesia Specialties |
|
|
19,910 |
|
|
|
22,845 |
|
|
Corporate |
|
|
3,446 |
|
|
|
(3,334 |
) |
|
Total |
|
$ |
291,678 |
|
|
$ |
293,307 |
|
Cement kiln maintenance costs were $1.6 million for the quarter compared with $1.8 million for the prior-year quarter. Consolidated gross margin for the quarter was up 20 basis points compared with the prior-year quarter.
Consolidated Operating Results
Consolidated SG&A was 5.3% of total revenues compared with 5.0% in the prior-year quarter. The increase of 30 basis points reflects the negative impact of weather and project delays on total revenues. Earnings from operations for the quarter were $227.0 million compared with $242.7 million in 2016.
Page 32 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
Among other items, other operating income and expenses, net, includes gains and losses on the sale of assets; recoveries and writeoffs related to customer accounts receivable; r ental, royalty and services income; accretion expense, depreciation expense and gains and losses related to asset retirement obligations. For the third quarter, consolidated other operating income and expenses, net, was an expense of $ 6. 2 million in 2017 and income of $ 4.4 million in 2016 . The expense compared with the prior-year quarter income is primarily attributable to $12.4 million of nonrecurring re pair costs related to certain of the Company’s leased railcars .
Other nonoperating income and expenses, net, includes pension and postretirement benefit cost, excluding service cost; foreign currency transaction gains and losses; interest; equity adjustments for nonconsolidated affiliates and other miscellaneous income. For the third quarter, nonoperating income and expenses, net, was income of $0.5 million and $8.2 million in 2017 and 2016, respectively. Nonoperating income, net, for 2016 reflects a $5.9 million net gain recognized on the purchase of the remaining interest in a joint venture.
Significant items for the nine-months ended September 30, 2017 (unless noted, all comparisons are versus the prior-year period):
|
|
♦ |
Consolidated net sales of $2.81 billion increased 4.6% compared with $2.69 billion |
|
|
♦ |
Building Materials business net sales of $2.62 billion compared with $2.51 billion, an increase of 4.6%, and Magnesia Specialties net sales of $186.3 million compared with $178.6 million, an increase of 4.3% |
|
|
♦ |
Consolidated total revenues of $2.81 billion compared with $2.69 billion, an increase of 4.6% |
|
|
♦ |
Consolidated gross profit of $712.8 million compared with $686.0 million, an increase of 3.9% |
|
|
♦ |
Net earnings attributable to Martin Marietta of $336.2 million compared with $326.5 million, an increase of 3.0% |
|
|
♦ |
EBITDA of $742.0 million compared with $741.9 million |
|
|
♦ |
Earnings per diluted share of $5.30 compared with $5.08, an increase of 4.3% |
The following table presents total revenues, gross profit (loss), selling, general and administrative expenses and earnings (loss) from operations data for the Company and its reportable segments for the nine-months ended September 30, 2017 and 2016. In each case, the data is stated as a percentage of total revenues of the Company or the relevant segment, as the case may be.
Page 33 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
|
|
Nine-Months Ended September 30, |
|
||||||||||||||
|
|
|
2017 |
|
|
2016 |
|
||||||||||
|
|
|
Amount |
|
|
% of Total Revenues |
|
|
Amount |
|
|
% of Total Revenues |
|
||||
|
|
|
(Dollars in Thousands) |
|
|||||||||||||
|
Total revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-America Group |
|
$ |
788,390 |
|
|
|
|
|
|
$ |
762,297 |
|
|
|
|
|
|
Southeast Group |
|
|
277,474 |
|
|
|
|
|
|
|
243,086 |
|
|
|
|
|
|
West Group |
|
|
1,726,742 |
|
|
|
|
|
|
|
1,671,596 |
|
|
|
|
|
|
Total Building Materials Business |
|
|
2,792,606 |
|
|
|
|
|
|
|
2,676,979 |
|
|
|
|
|
|
Magnesia Specialties |
|
|
202,510 |
|
|
|
|
|
|
|
192,955 |
|
|
|
|
|
|
Total |
|
$ |
2,995,116 |
|
|
|
|
|
|
$ |
2,869,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-America Group |
|
$ |
242,778 |
|
|
|
30.8 |
|
|
$ |
224,194 |
|
|
|
29.4 |
|
|
Southeast Group |
|
|
51,623 |
|
|
|
18.6 |
|
|
|
41,911 |
|
|
|
17.2 |
|
|
West Group |
|
|
349,267 |
|
|
|
20.2 |
|
|
|
361,227 |
|
|
|
21.6 |
|
|
Total Building Materials Business |
|
|
643,668 |
|
|
|
23.0 |
|
|
|
627,332 |
|
|
|
23.4 |
|
|
Magnesia Specialties |
|
|
65,849 |
|
|
|
32.5 |
|
|
|
67,564 |
|
|
|
35.0 |
|
|
Corporate |
|
|
3,321 |
|
|
|
|
|
|
|
(8,908 |
) |
|
|
|
|
|
Total |
|
$ |
712,838 |
|
|
|
23.8 |
|
|
$ |
685,988 |
|
|
|
23.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general & administrative expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-America Group |
|
$ |
39,934 |
|
|
|
5.1 |
|
|
$ |
39,217 |
|
|
|
5.1 |
|
|
Southeast Group |
|
|
12,896 |
|
|
|
4.6 |
|
|
|
12,666 |
|
|
|
5.2 |
|
|
West Group |
|
|
75,665 |
|
|
|
4.4 |
|
|
|
69,007 |
|
|
|
4.1 |
|
|
Total Building Materials Business |
|
|
128,495 |
|
|
|
4.6 |
|
|
|
120,890 |
|
|
|
4.5 |
|
|
Magnesia Specialties |
|
|
7,146 |
|
|
|
3.5 |
|
|
|
7,146 |
|
|
|
3.7 |
|
|
Corporate |
|
|
59,486 |
|
|
|
|
|
|
|
44,867 |
|
|
|
|
|
|
Total |
|
$ |
195,127 |
|
|
|
6.5 |
|
|
$ |
172,903 |
|
|
|
6.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 34 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
|
|
Nine-Months Ended September 30, |
|
||||||||||||||
|
|
|
2017 |
|
|
2016 |
|
||||||||||
|
|
|
Amount |
|
|
% of Total Revenues |
|
|
Amount |
|
|
% of Total Revenues |
|
||||
|
|
|
(Dollars in Thousands) |
|
|||||||||||||
|
Earnings (Loss) from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials Business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-America Group |
|
$ |
204,939 |
|
|
|
26.0 |
|
|
$ |
187,656 |
|
|
|
24.6 |
|
|
Southeast Group |
|
|
42,331 |
|
|
|
15.3 |
|
|
|
30,579 |
|
|
|
12.6 |
|
|
West Group |
|
|
270,246 |
|
|
|
15.7 |
|
|
|
299,722 |
|
|
|
17.9 |
|
|
Total Building Materials Business |
|
|
517,516 |
|
|
|
18.5 |
|
|
|
517,957 |
|
|
|
19.3 |
|
|
Magnesia Specialties |
|
|
58,589 |
|
|
|
28.9 |
|
|
|
60,319 |
|
|
|
31.3 |
|
|
Corporate |
|
|
(59,138 |
) |
|
|
|
|
|
|
(58,735 |
) |
|
|
|
|
|
Total |
|
$ |
516,967 |
|
|
|
17.3 |
|
|
$ |
519,541 |
|
|
|
18.1 |
|
Net sales by product line for the Building Materials business are as follows:
|
|
|
Nine-Months Ended |
|
|||||
|
|
|
September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
|
|
(Dollars in Thousands) |
|
|||||
|
Total revenues: |
|
|
|
|
|
|
|
|
|
Aggregates |
|
$ |
1,776,292 |
|
|
$ |
1,715,457 |
|
|
Cement |
|
|
290,513 |
|
|
|
287,944 |
|
|
Ready Mixed Concrete |
|
|
705,128 |
|
|
|
666,506 |
|
|
Asphalt and Paving |
|
|
291,844 |
|
|
|
253,937 |
|
|
Less: Interproduct revenues |
|
|
(271,171 |
) |
|
|
(246,865 |
) |
|
Total Building Materials Business |
|
$ |
2,792,606 |
|
|
$ |
2,676,979 |
|
|
|
|
|
|
|
|
|
|
|
|
Net sales: |
|
|
|
|
|
|
|
|
|
Aggregates |
|
$ |
1,620,962 |
|
|
$ |
1,559,688 |
|
|
Cement |
|
|
281,315 |
|
|
|
279,045 |
|
|
Ready Mixed Concrete |
|
|
704,491 |
|
|
|
665,546 |
|
|
Asphalt and Paving |
|
|
288,171 |
|
|
|
251,712 |
|
|
Less: Interproduct sales |
|
|
(271,171 |
) |
|
|
(246,866 |
) |
|
Total Building Materials Business |
|
$ |
2,623,768 |
|
|
$ |
2,509,125 |
|
Page 35 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
The following tables present volume and pricing data and shipments data for the aggregates product line.
|
|
|
Nine-Months Ended |
|
|||||
|
|
|
September 30, 2017 |
|
|||||
|
|
|
Volume |
|
|
Pricing |
|
||
|
Volume/Pricing Variance (1) |
|
|
|
|
|
|
|
|
|
Mid-America Group |
|
|
(0.5 |
)% |
|
|
4.3 |
% |
|
Southeast Group |
|
|
5.3 |
% |
|
|
10.2 |
% |
|
West Group |
|
|
(2.4 |
)% |
|
|
2.3 |
% |
|
Aggregates Product Line |
|
|
(0.6 |
)% |
|
|
4.7 |
% |
|
(1) |
Volume/pricing variances reflect the percentage increase/(decrease) from the comparable period in the prior year. |
|
|
|
Nine-Months Ended |
|
|||||
|
|
|
September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
|
|
(Tons in Thousands) |
|
|||||
|
Shipments |
|
|
|
|
|
|
|
|
|
Mid-America Group |
|
|
54,624 |
|
|
|
54,872 |
|
|
Southeast Group |
|
|
15,579 |
|
|
|
14,802 |
|
|
West Group |
|
|
49,637 |
|
|
|
50,845 |
|
|
Aggregates Product Line |
|
|
119,840 |
|
|
|
120,519 |
|
Page 36 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
Unit shipments by product line for the Company is as follows:
|
|
|
Nine-Months Ended |
|
|||||
|
|
|
September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
Shipments |
|
|
|
|
|
|
|
|
|
Aggregates Product Line (in thousands): |
|
|
|
|
|
|
|
|
|
Tons to external customers |
|
|
111,617 |
|
|
|
112,602 |
|
|
Internal tons used in other product lines |
|
|
8,223 |
|
|
|
7,917 |
|
|
Total aggregates tons |
|
|
119,840 |
|
|
|
120,519 |
|
|
|
|
|
|
|
|
|
- |
|
|
Cement (in thousands): |
|
|
|
|
|
|
|
|
|
Tons to external customers |
|
|
1,749 |
|
|
|
1,837 |
|
|
Internal tons used in ready mixed concrete |
|
|
895 |
|
|
|
879 |
|
|
Total cement tons |
|
|
2,644 |
|
|
|
2,716 |
|
|
|
|
|
|
|
|
|
|
|
|
Ready Mixed Concrete (in thousands of cubic yards) |
|
|
6,442 |
|
|
|
6,269 |
|
|
|
|
|
|
|
|
|
|
|
|
Asphalt (in thousands): |
|
|
|
|
|
|
|
|
|
Tons to external customers |
|
|
863 |
|
|
|
755 |
|
|
Internal tons used in paving business |
|
|
1,615 |
|
|
|
1,597 |
|
|
Total asphalt tons |
|
|
2,478 |
|
|
|
2,352 |
|
Average selling prices by product line for the Company were as follows:
|
|
|
Nine-Months Ended |
|
|||||||||
|
|
|
September 30, |
|
|||||||||
|
|
|
2017 |
|
|
2016 |
|
|
% Change |
|
|||
|
Aggregates (per ton) |
|
$ |
13.43 |
|
|
$ |
12.83 |
|
|
|
4.7 |
% |
|
Cement (per ton) |
|
$ |
105.26 |
|
|
$ |
101.37 |
|
|
|
3.8 |
% |
|
Ready Mixed Concrete (per cubic yard) |
|
$ |
107.34 |
|
|
$ |
104.06 |
|
|
|
3.2 |
% |
|
Asphalt (per ton) |
|
$ |
43.08 |
|
|
$ |
39.54 |
|
|
|
9.0 |
% |
For the first nine months of 2017, Magnesia Specialties reported net sales of $186.3 million, a 4.3% increase compared with the prior-year period. Earnings from operations were $58.6 million compared with $60.3 million. Production cost increases outpaced net sales growth due to planned and unplanned maintenance costs and stripping costs at the Woodville, Ohio limestone plant.
Page 37 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
Consolidated gross margin declined 10 basis points in 201 7 . The following presents a rollforward of the Co mpany ’s gross profit (dollars in thousands):
|
Consolidated gross profit, nine-months ended September 30, 2016 |
|
$ |
685,988 |
|
|
Aggregates product line: |
|
|
|
|
|
Volume |
|
|
(11,802 |
) |
|
Pricing |
|
|
72,718 |
|
|
Cost increases, net |
|
|
(41,177 |
) |
|
Change in aggregates product line gross profit |
|
|
19,739 |
|
|
Vertically-integrated product lines |
|
|
(3,403 |
) |
|
Magnesia Specialties |
|
|
(1,715 |
) |
|
Corporate |
|
|
12,229 |
|
|
Change in consolidated gross profit |
|
|
26,850 |
|
|
Consolidated gross profit, nine-months ended September 30, 2017 |
|
$ |
712,838 |
|
Gross profit (loss) by business is as follows:
|
|
|
Nine-Months Ended |
|
|||||
|
|
|
September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
|
|
(Dollars in Thousands) |
|
|||||
|
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
Building Materials Business |
|
|
|
|
|
|
|
|
|
Aggregates |
|
$ |
440,711 |
|
|
$ |
420,972 |
|
|
Cement |
|
|
87,962 |
|
|
|
93,535 |
|
|
Ready Mixed Concrete |
|
|
70,562 |
|
|
|
75,987 |
|
|
Asphalt and Paving |
|
|
44,433 |
|
|
|
36,838 |
|
|
Total Building Materials Business |
|
|
643,668 |
|
|
|
627,332 |
|
|
Magnesia Specialties |
|
|
65,849 |
|
|
|
67,564 |
|
|
Corporate |
|
|
3,321 |
|
|
|
(8,908 |
) |
|
Total |
|
$ |
712,838 |
|
|
$ |
685,988 |
|
Consolidated SG&A expenses were 6.5% of total revenues, up 50 basis points compared with the prior-year period, driven by higher personnel and share-based compensation expense.
For the first nine months, consolidated other operating income and expenses, net, was income of $2.6 million and $7.3 million in 2017 and 2016, respectively. The 2017 amount reflects a $13.5 million gain on the sale of real estate, offset by $12.4 million of nonrecurring repair costs related to certain of the Company’s leased railcars and approximately $7.5 million expense related to the retirement of the Chief Financial Officer (CFO). The vesting of the CFO’s shares of restricted stock awards, performance stock awards and stock options will continue on their original vesting schedules, which extend beyond the CFO’s retirement date. Accordingly, the Company recognized all remaining expense related to the stock-based awards.
Page 38 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
The estimated effective income tax rate for the nine-months ended was 26.2%, which, as a result of the adoption of ASU 2016-09 (see Note 1), reflects a 130-basis-point favorable impact from excess tax benefits related to stock-based compens ation, which are treated as discrete events effective January 1, 2017.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities for the nine-months ended September 30, 2017 was $418.4 million compared with $421.7 million for the same period in 2016. 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 |
|
|||||
|
|
|
September 30, |
|
|||||
|
|
|
2017 |
|
|
2016 |
|
||
|
|
|
(Dollars in Thousands) |
|
|||||
|
Depreciation |
|
$ |
195,009 |
|
|
$ |
188,603 |
|
|
Depletion |
|
|
12,812 |
|
|
|
11,666 |
|
|
Amortization |
|
|
13,597 |
|
|
|
11,728 |
|
|
|
|
$ |
221,418 |
|
|
$ |
211,997 |
|
The seasonal nature of the aggregates-led construction business impacts quarterly operating cash flow when compared with the full year. Full-year 2016 net cash provided by operating activities was $689.2 million compared with $421.7 million for the first nine months of 2016.
During the nine-months ended September 30, 2017, the Company had capital spending of $308.7 million. Full-year capital spending is expected to approximate $450 million to $500 million.
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 make any repurchases of common stock during the third quarter. At September 30, 2017, 14,669,000 shares of common stock were remaining under the Company’s repurchase authorization.
On June 26, 2017, the Company announced a definitive agreement to acquire Bluegrass Materials Company (Bluegrass) for $1.625 billion in cash. The Company will not acquire any of Bluegrass’ cash and cash equivalents nor will it assume any of Bluegrass’ outstanding debt. Bluegrass is the largest privately-held, pure-play aggregates business in the United States and has a portfolio of 23 active sites with more than 125 years of strategically-located, high-quality reserves in Georgia, South Carolina, Tennessee, Maryland and Kentucky. These operations complement the Company’s existing southeastern footprint and provides a new growth platform within the southern portion of the Northeast Megaregion. The Company and Bluegrass are continuing to work closely and cooperatively with the Department of Justice in its review of the proposed transaction. The parties currently anticipate that the proposed acquisition will be completed in the first half of 2018. The Company currently expects to finance this acquisition using proceeds from new issuances of senior notes and/or borrowings under credit facilities.
Page 39 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
On May 22 , 2017, the Company issued $300 million aggregate principal amount of Floating Rate Senior Notes due in 2020 (th e Floating Rate Notes) and $300 million principal amount of 3.45 0 % Senior Notes due in 2027 (the 3.45 0 % Senior Notes, and togeth er with the Floating Rate Notes, the Senior Notes). The Senior Notes are senior unsecured obligations of the Company. The 3.45 0 % Senior Notes may be redeemed in whole or in part prior to March 1, 2027 at a make-whole redemption price , or on or after March 1, 2027 at a redemption price equal to 100% of the principal amount of the notes to be redeemed, in either case plus unpaid interest, if any, accrued thereon to, but excluding, the date of redemption. The Floating Rate Notes may not be redeemed prior to their stated maturity date of May 22, 2020 . The Floating Rate Notes bear interest at a rate , reset quarterly, equal to the three-month LIBOR for U.S. dollars plus 0.65% (or 65 basis points). If a change of control repurchase event, a s defined, occurs, the Company will be required to make an irrevocable offer to repurchase all or, at the election of each holder, any part of the outstanding Senior N otes at a repurchase price equal to 101% of their principal amount, plus unpaid interest, if any, accrued thereon to, but excluding, the date of repurchase, unless, in the case of the 3.45 0 % Senior Notes, the Company has exercised its right to redeem such notes in full.
The $700 million 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 3.50x 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. Additionally, if there are no amounts outstanding under the Revolving Facility and the $300 million Trade Receivable Facility, consolidated debt, including debt for which the Company is a co-borrower, may be reduced by the Company’s unrestricted cash and cash equivalents in excess of $50 million, such reduction not to exceed $200 million, for purposes of the covenant calculation.
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, depletion and amortization expense for continuing operations. Additionally, stock-based compensation expense is added back and interest income is deducted in the calculation of consolidated EBITDA. Certain other nonrecurring items, if they occur, can affect the calculation of consolidated EBITDA.
Page 40 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
At September 30, 2017 , the Company’s ratio of consolidated debt-to-consolidated EBITDA, as defined by the Company’s Revolving Facility , for the trailing-twelve months was 1.74 times and was calculated as follows:
|
|
|
October 1, 2016 to |
|
|
|
|
|
September 30, 2017 |
|
|
|
|
|
(Dollars in thousands) |
|
|
|
Earnings from continuing operations attributable to Martin Marietta |
|
$ |
435,019 |
|
|
Add back: |
|
|
|
|
|
Interest expense |
|
|
88,818 |
|
|
Income tax expense |
|
|
156,848 |
|
|
Depreciation, depletion and amortization expense |
|
|
290,817 |
|
|
Stock-based compensation expense |
|
|
27,012 |
|
|
Acquisition-related expenses |
|
|
3,318 |
|
|
Deduct: |
|
|
|
|
|
Interest income |
|
|
(342 |
) |
|
Consolidated EBITDA, as defined by the Company’s Revolving Facility |
|
$ |
1,001,490 |
|
|
Consolidated net debt, as defined and including debt for which the Company is a co-borrower, at September 30, 2017 |
|
$ |
1,738,424 |
|
|
Consolidated debt-to-consolidated EBITDA, as defined by the Company’s Revolving Facility, at September 30, 2017 for the trailing-twelve months EBITDA |
|
1.74x |
|
|
The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements. 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. Outstanding amounts on the Trade Receivable Facility have been classified as a current liability on the Company’s consolidated balance sheet.
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 the Bluegrass acquisition and certain other acquisition opportunities that may arise and allow for payment of dividends for the foreseeable future. Specifically, the Company expects to finance the Bluegrass acquisition using proceeds from new issuances of senior notes and/or borrowings under credit facilities. Any strategic acquisition of size for cash incremental to the pending Bluegrass acquisition would likely require an appropriate balance of newly-issued equity with debt in order to maintain a composite investment-grade credit rating. At September 30, 2017, the Company had $918.0 million of unused borrowing capacity under its Revolving Facility and Trade Receivable Facility, subject to complying with the related leverage covenant. The Revolving Facility expires on December 5, 2021 and the Trade Receivable Facility expires on September 26, 2018.
The 6.60% Senior Notes, due 2018, have been classified as a noncurrent liability as the Company has the intent and ability to refinance on a long-term basis before or at its maturity on April 15, 2018.
Page 41 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
T he Company is exposed to the credit markets, through the interest cost related to its variable-rate debt, which included borrowings under its Revolving Facility and Trade Receivable Facility at September 30, 2017 and the obligations in respect of the Floating Rate Notes . The Company is cur rently rated at an investment-grade level by all three credit rating agencies.
CONTRACTUAL AND OFF BALANCE SHEET OBLIGATIONS
As an update to the contractual obligations table presented in the 2016 Annual Report to Shareholders, the Company is committed to either purchasing or leasing 1,100 railcars, which have a total cost of approximately $84,000,000, the majority of which is expected to be incurred in 2018.
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, 2016. Management continues to evaluate its exposure to all operating risks on an ongoing basis.
OUTLOOK
The Company remains optimistic about the Company’s long-term outlook given its continued ability to successfully execute its strategic business plans and the largely positive trends in the markets it serves. Given the skilled labor shortage, project delays and government uncertainty that has limited growth throughout the year, management has revised its guidance for full year 2017 as follows:
|
|
♦ |
Aggregates product line end-use markets compared with 2016 levels are as follows: |
|
|
• |
Infrastructure market to decrease in the mid-single digits. |
|
|
• |
Nonresidential market to remain relatively flat. |
|
|
• |
Residential market to increase in the high-single digits. |
|
|
• |
ChemRock/Rail market to decrease in the high-double digits. |
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. Forward-looking statements give the investor the Company’s expectations or forecasts of future events. You can identify these statements by the fact that they do not relate only to historical or current facts. They may use words such as "anticipate," "expect," "should be," "believe," “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.
Page 42 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
Factors that the Company currently believes could cause actual results to differ materially from the forward-looking statements in this Form 10-Q include the p erformance of the United States economy ; widespread decline in aggregates pricing; the history of both cement and ready mixed concrete being subject to significant changes in supply, demand and price; the termination, capping and/or reduction or suspension of the federal and/or state gasoline tax(es) or other revenue related to infrastructure construction; the level and timing of federal and state transportation funding, most particularly in Texas, North Carolina, Iowa, Colorado and Georgia; 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 the markets the Company serves; a reduction in defense spending, and the subsequent impact on constru ction activity on or near military bases; a decline in the commercial component of the nonresidential construction market, notably office and retail space; a further slowdown in energy-related construction activity, particularly in Texas; a slowdown in res idential construction recovery; a reduction in construction activity and related shipments due to a decline in funding under the domestic farm bill; unfavorable weather conditions, particularly Atlantic Ocean hurricane activity, 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; the volatility of fuel costs, particularly diesel fuel, and the impact on the cost of other consumables, namely steel, explosives, tires and conveyor belts, and with respect to the Magnesia Specialties business, natural gas; continued increases in the cost of other repair and supply parts; unexpected equipment failures, unscheduled maintenance, industrial accident or other prolonged and/or sign ificant disruption to production facilities; increasing governmental regulation, including environmental laws; transportation availability, notably the availability of railcars and locomotive power to move trains to supply the Company’s Texas, Florida, and Gulf Coast markets; increased transportation costs, including increases from higher passed-through energy and other costs to comply with tightening regulations as well as higher volumes of rail and water shipments; availability of trucks and licensed driv ers for transport of the Company’s materials; availability and cost of construction equipment in the United States; weakening in the steel industry markets served by the Company’s dolomitic lime products; proper functioning of information technology and au tomated operating systems to manage or support operations; inflation and its effect on both production and interest costs; ability to successfully integrate acquisitions quickly and in a cost-effective manner and achieve anticipated profitability to mainta in compliance with the Company’s leverage ratio debt covenant; changes in tax laws, the interpretation of such laws and/or administrative practices that would increase the Company’s tax rate; violation of the Company’s debt covenant if price and/or volume s return to previous levels of instability; downward pressure on the Company’s common stock price and its impact on goodwill impairment evaluations; reduction of the Company’s credit rating to non-investment grade resulting from strategic acquisitions; and other risk factors listed from time to time found in the Company’s filings with the SEC. Other factors besides those listed here may also adversely affect the Company, and may be material to the Company. The Company assumes no obligation to update any s uch forward-looking statements.
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, 2016, by writing to:
Martin Marietta
Attn: Corporate Secretary
2710 Wycliff Road
Raleigh, North Carolina 27607-3033
Page 43 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter September 30, 2017
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Third Quarter Ended September 30, 2017
(Continued)
Additionally, Martin Marietta’s Annual Report, press releases and filings with the Securities and Exchange Commission, including Form s 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) s ystem. 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) 510-4776
Website address: www.martinmarietta.com
Information included on the Company’s website is not incorporated into, or otherwise create a part of, this report.
Page 44 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
It em 3. Quantitative and Qualitative Disclosures About Market Risk.
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 escalating costs.
Management has considered the current economic environment and its potential impact to the Company’s business. Demand for aggregates products, particularly in the infrastructure construction market, is affected by federal and state budget and deficit issues. Further, delays or cancellations of capital projects in the nonresidential and residential construction markets 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.
Demand in the residential construction market is affected by interest rates. The Federal Reserve kept the federal funds rate near one percent during the nine-months ended September 30, 2017. The residential construction market accounted for 21% of the Company’s aggregates product line shipments in 2016.
Aside from these inherent risks from within its operations, the Company’s earnings are also affected by changes in short-term interest rates. However, rising interest rates are not necessarily predictive of weaker operating results. Historically, the Company’s profitability increased during periods of rising interest rates. In essence, the Company’s underlying business generally serves as a natural hedge to rising interest rates.
Variable-Rate Borrowing Facilities. At September 30, 2017, the Company had a $700 million Credit Agreement and a $300 million Trade Receivable Facility. The Company also has $300 million variable-rate senior notes. Borrowings under these facilities bear interest at a variable interest rate. A hypothetical 100-basis-point increase in interest rates on borrowings of $380.0 million, which was the collective outstanding balance at September 30, 2017, would increase interest expense by $3.8 million on an annual basis.
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 defined benefit pension plans 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, 2016.
Energy Costs . Energy costs, including diesel fuel, natural gas, coal and liquid asphalt, represent significant production costs of the Company. The cement operations and Magnesia Specialties business have fixed price agreements covering 100% of its 2017 coal requirements. A hypothetical 10% change in the Company’s energy prices in 2017 as compared with 2016, assuming constant volumes, would change 2017 energy expense by $23.1 million.
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 net sales for the cement product line for full-year 2017 of $380 million to $400 million, a hypothetical 10% change in sales price would impact net sales by $38 million to $40 million.
Page 45 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
(Continued)
It em 4. Controls and Procedures
As of September 30, 2017, 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 September 30, 2017. There were no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Page 46 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
PART II- OTHER INFORMATION
Reference is made to Part I . Item 3. Legal Proceedings of the Martin Marietta Annual Report on Form 10-K for the year ended December 31, 2016.
Reference is made to
ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
|
|
|
|
|
|
|
|
Total Number of Shares |
|
|
Maximum Number of |
|
||
|
|
|
|
|
|
|
|
|
|
|
Purchased as Part of |
|
|
Shares that May Yet |
|
||
|
|
|
Total Number of |
|
|
Average Price |
|
|
Publicly Announced |
|
|
be Purchased Under |
|
||||
|
Period |
|
Shares Purchased |
|
|
Paid per Share |
|
|
Plans or Programs |
|
|
the Plans or Programs |
|
||||
|
July 1, 2017 - July 31, 2017 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
14,668,891 |
|
|
August 1, 2017 - August 31, 2017 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
14,668,891 |
|
|
September 1, 2017 - September 30, 2017 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
14,668,891 |
|
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.
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 47 of 49
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended September 30, 2017
PART II- OTHER INFORMATION
(Continued)
|
Exhibit No. |
|
Document |
|
|
|
|
|
|
Certification dated November 2, 2017 of Chief Executive Officer pursuant to Securities and Exchange Act of 1934 rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
Certification dated November 2, 2017 of Chief Financial Officer pursuant to Securities and Exchange Act of 1934 rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
Written Statement dated November 2, 2017 of Chief Executive Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
Written Statement dated November 2, 2017 of Chief Financial Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
Mine Safety Disclosures |
|
|
|
|
|
|
101.INS |
|
XBRL Instance Document |
|
|
|
|
|
101.SCH |
|
XBRL Taxonomy Extension Schema Document |
|
|
|
|
|
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
|
101.LAB |
|
XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
|
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
|
|
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase |
Page 48 of 49
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.
|
|
|
|
MARTIN MARIETTA MATERIALS, INC. |
|
|
|
|
(Registrant) |
|
|
|
|
|
|
Date: November 2, 2017 |
By: |
|
/s/ James A. J. Nickolas |
|
|
|
|
James A. J. Nickolas |
|
|
|
|
Sr. Vice President and |
|
|
|
|
Chief Financial Officer |
Page 49 of 49
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
Customers
| Customer name | Ticker |
|---|---|
| CSX Corporation | CSX |
| Mohawk Industries, Inc. | MHK |
| Norfolk Southern Corporation | NSC |
| Union Pacific Corporation | UNP |
Suppliers
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|