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MARTIN MARIETTA MATERIALS INC

For the period ended Sep 30, 2024. Filed Oct 30, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Oct 30, 2024

MLM$518.15-1.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-08.

0000950170-24-093580

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-10-30.

0000950170-24-118821

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 118 previous paragraphs and 120 current paragraphs.

82 unchanged; 30 reworded; 6 added; 5 removed; 1 previous and 2 current paragraphs rearranged.

Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

Third-quarter aggregates shipments decreased 3.9% from the prior-year quarter, as shipments from acquired operations were offset by historically wet weather in the Company's East and Southwest divisions, and softer warehouse and residential demand across the Company's footprint. Aggregates average selling price per ton of $21.52 increased 7.7%, or 8.9% on an organic mix-adjusted basis, over the prior-year quarter. Aggregates gross profit decreased modestly to $438 million, driven primarily by lower operating leverage from reduced shipments and weather-driven inefficiencies, which were largely offset by acquisition contributions.

Current report

Asphalt and paving revenues decreased 5% from the prior-year quarter to $343 million as shipments were negatively impacted by project delays and softer nonresidential market demand. Gross profit decreased 8% from prior year to $61 million due to lower revenues combined with higher aggregates costs.

Current report

Magnesia Specialties third-quarter revenues of $82 million increased 8% from the prior-year quarter and gross profit increased 34% to $29 million, as pricing growth and improved lime shipments, coupled with lower energy costs, more than offset lower chemical shipments.

Current report

Net earnings from continuing operations attributable to Martin Marietta were $363 million, or $5.91 per diluted share, in 2024 compared with $430 million, or $6.94 per diluted share, in 2023.

Current report

The Internal Revenue Service recently announced disaster tax relief for North Carolina businesses affected by Hurricanes Debby and Helene. This relief allows the Company to defer estimated federal and certain state income, payroll and excise tax payments for the period from August 2024 through April 2025. The deferred obligation will be due May 1, 2025. The Company deferred income tax payments of $123 million under this provision as of September 30, 2024, which benefited operating cash flow for the nine months ended September 30, 2024.
Removed paragraphs (5)

Previous report

Second-quarter aggregates shipments decreased 2.8% from the prior-year quarter, as shipments from acquired operations were offset by inclement weather in Texas and the Company's Central Division, as well as softening demand in warehouse, office and retail construction. Aggregates average selling price of $21.61 increased 11.6%, or 12.0% on an organic mix-adjusted basis, over the prior-year quarter, due to strong realization of mid-year 2023 and January 1, 2024 pricing actions. Aggregates gross profit improved 6% to $392 million, despite the $20 million Inventory Markup charge associated with the BWI Southeast acquisition, as pricing growth, contributions from acquired acquisitions and lower organic energy and contract services costs more than offset lower shipments.

Previous report

Asphalt and paving revenues increased 2% from the prior-year quarter to $245 million and gross profit was in line with prior year at $37 million.

Previous report

Magnesia Specialties second-quarter revenues of $81 million were in line with the prior-year quarter as lower chemical and lime shipments were offset by higher chemical and lime pricing. Gross profit decreased 2% to $27 million due to higher maintenance costs.

Previous report

For the six months ended June 30, other nonoperating income, net, was $46 million and $35 million in 2024 and 2023, respectively, with the increase resulting from higher interest income.
Reworded paragraphs (30)

Previous wording

The Company has a Magnesia Specialties business with manufacturing facilities in Manistee, Michigan, and Woodville, Ohio. The Magnesia Specialties business produces magnesia-based chemicals products used in industrial, agricultural and environmental applications and dolomitic lime sold primarily to customers in the steel and mining industries.

Current wording

The Company has a Magnesia Specialties business with manufacturing facilities in Manistee, Michigan, and Woodville, Ohio. The Magnesia Specialties business produces magnesia-based chemicals products used in industrial, agricultural and environmental applications and dolomitic lime sold primarily to customers in the steel industry.

Previous wording

The Company outlined its critical accounting policies in its Annual Report on Form 10-K for the year ended December 31, 2023. There were no changes to the Company’s critical accounting policies during the six months ended June 30, 2024.

Current wording

The Company outlined its critical accounting policies in its Annual Report on Form 10-K for the year ended December 31, 2023. There were no changes to the Company’s critical accounting policies during the nine months ended September 30, 2024.

Previous wording

Earnings from continuing operations before interest; income taxes; depreciation, depletion and amortization; earnings/loss from nonconsolidated equity affiliates; acquisition, divestiture and integration expenses; the impact of selling acquired inventory after its markup to fair value as part of acquisition accounting (the Inventory Markup); nonrecurring gain on divestiture; and noncash asset and portfolio rationalization charge, or Adjusted EBITDA, is an indicator used by the Company and investors to evaluate the Company’s operating performance from period to period. Effective January 1, 2024, the Company has elected to add back, for purposes of its Adjusted EBITDA calculation, acquisition, divestiture and integration expenses and the Inventory Markup only for transactions with consideration of $2.0 billion or more and expected acquisition, divestiture and integration expenses of at least $15 million. For 2024, this includes the acquisition of 20 active aggregates operations from affiliates of Blue Water Industries LLC (BWI Southeast) and the divestiture of the South Texas cement plant and related concrete operations (the Divestiture).

Current wording

Earnings from continuing operations before interest; income taxes; depreciation, depletion and amortization; earnings/loss from nonconsolidated equity affiliates; acquisition, divestiture and integration expenses; the impact of selling acquired inventory after its markup to fair value as part of acquisition accounting (the Inventory Markup); nonrecurring gain on divestiture; and noncash asset and portfolio rationalization charge, or Adjusted EBITDA, is an indicator used by the Company and investors to evaluate the Company’s operating performance from period to period. Effective January 1, 2024, the Company has elected to add back, for purposes of its Adjusted EBITDA calculation, acquisition, divestiture and integration expenses and the Inventory Markup only for transactions with consideration of $2.0 billion or more and expected acquisition, divestiture and integration expenses of at least $15 million. For 2024, this includes the acquisition of 20 active aggregates operations from affiliates of Blue Water Industries LLC (BWI Southeast) and the divestiture of the South Texas cement plant and related ready mixed concrete operations (the Divestiture).

Previous wording

The following reconciles reported average selling price to organic mix-adjusted ASP and corresponding variances:

Current wording

The following reconciles reported average selling price per ton to organic mix-adjusted ASP and corresponding variances:

Previous wording

Cement and ready mixed concrete revenues decreased 37% to $261 million and gross profit decreased 44% to $72 million, compared with the prior-year quarter, primarily attributable to the Divestiture, as well as extremely wet weather in Texas.

Current wording

Cement and ready mixed concrete revenues decreased 30% to $296 million and gross profit decreased 37% to $89 million, compared with the prior-year quarter, primarily attributable to the Divestiture.

Previous wording

Aggregates shipments to the infrastructure market decreased 2% quarter-over-quarter, as contributions from acquired operations were more than offset by weather-driven project delays. The infrastructure market accounted for 36% of second-quarter aggregates shipments.

Current wording

Aggregates shipments to the infrastructure market decreased 4% quarter-over-quarter, as contributions from acquired operations were more than offset by weather-driven project delays. The infrastructure market accounted for 39% of third-quarter aggregates shipments.

Previous wording

Aggregates shipments to the nonresidential market decreased 4%, driven by inclement weather in many of the Company's markets and declining warehouse construction, partially offset by shipments at acquired operations. The nonresidential market represented 35% of second-quarter aggregates shipments.

Current wording

Aggregates shipments to the nonresidential market decreased 4%, driven by inclement weather in many of the Company's markets and declining warehouse construction, partially offset by shipments at acquired operations. The nonresidential market represented 33% of third-quarter aggregates shipments.

Previous wording

Aggregates shipments to the residential market decreased 2%, resulting from inclement weather and general softening in single-family housing resulting from affordability concerns. The residential market accounted for 24% of second-quarter aggregates shipments.

Current wording

Aggregates shipments to the residential market decreased 2%, resulting from inclement weather and general softening in single-family housing resulting from affordability concerns. The residential market accounted for 23% of third-quarter aggregates shipments.

Previous wording

The ChemRock/Rail market accounted for the remaining 5% of second-quarter aggregates shipments. Volumes to this end use market decreased 6% quarter-over-quarter due to inclement weather and project timing.

Current wording

The ChemRock/Rail market accounted for the remaining 5% of third-quarter aggregates shipments. Volumes to this end use market decreased 15% quarter-over-quarter due to inclement weather and project delays.

Previous wording

Consolidated SG&A for the second quarter of 2024 was 6.7% of revenues compared with 6.1% in the prior-year quarter, reflecting increased costs from acquired operations and lower revenues.

Current wording

Consolidated SG&A for the third quarter of 2024 was 5.6% of revenues compared with 5.4% in the prior-year quarter.

Previous wording

The following tables present revenues and gross profit (loss) for the Company and its reportable segments by product line for continuing operations for the six months ended June 30, 2024 and 2023. Gross profit (loss) is stated as a percentage of revenues of the Company or the relevant segment or product line, as the case may be.

Current wording

The following tables present revenues and gross profit (loss) for the Company and its reportable segments by product line for continuing operations for the nine months ended September 30, 2024 and 2023. Gross profit (loss) is stated as a percentage of revenues of the Company or the relevant segment or product line, as the case may be.

Previous wording

Year-to-date aggregates shipments decreased 6.9%, due largely to a more weather-impacted first half of the year in Texas and the Company's East and Central Divisions, as well as softening demand in warehouse, office and retail construction, which were partially offset by shipments from acquired operations. Aggregates average selling price of $21.87 increased 11.8%, or 12.5% on an organic mix-adjusted basis, due to strong realization of mid-year 2023 and January 1, 2024 pricing actions. Aggregates gross profit improved 4% to $632 million, as pricing growth more than offset lower shipments and the $20 million Inventory Markup charge associated with the BWI Southeast acquisition.

Current wording

Year-to-date aggregates shipments decreased 5.8%, due largely to significant precipitation in Texas and the Company's East and Central Divisions, as well as softening demand in warehouse, office and retail construction, which were partially offset by shipments from acquired operations. Aggregates average selling price per ton of $21.74 increased 10.2%, or 11.4% on an organic mix-adjusted basis, due to strong realization of the cumulative effects of 2023 and 2024 pricing actions. Aggregates gross profit improved 2% to $1.1 billion, as pricing growth more than offset lower shipments.

Previous wording

Cement and ready mixed concrete revenues decreased 30% to $526 million and gross profit decreased 45% to $103 million, compared with the prior-year period, primarily attributable to the Divestiture, as well as extremely wet weather in Texas.

Current wording

Cement and ready mixed concrete revenues decreased 30% to $822 million and gross profit decreased 42% to $192 million, compared with the prior-year period, primarily attributable to the Divestiture, as well as significant precipitation in Texas.

Previous wording

Asphalt and paving revenues increased 2% to $303 million while gross profit decreased 4% to $15 million, compared with the prior-year period, as lower asphalt shipments and higher repair costs more than offset pricing growth.

Current wording

Asphalt and paving revenues decreased 2% to $647 million and gross profit decreased 7% to $77 million, compared with the prior-year period, as lower asphalt shipments and higher aggregates costs more than offset pricing growth.

Previous wording

While aggregates shipments to the infrastructure market decreased 4%, due largely to inclement weather, the Company expects public construction activity to grow, supported by federal and state funding increases. The infrastructure market accounted for 35% of year-to-date aggregates shipments.

Current wording

While aggregates shipments to the infrastructure market decreased 4%, due largely to inclement weather, the Company expects public construction activity to grow, supported by federal and state funding increases. The infrastructure market accounted for 37% of year-to-date aggregates shipments.

Previous wording

Aggregates shipments to the nonresidential market decreased 9%, driven by inclement weather in many of the Company's markets and declining warehouse construction. The nonresidential market represented 36% of year-to-date aggregates shipments.

Current wording

Aggregates shipments to the nonresidential market decreased 7%, driven by inclement weather in many of the Company's markets and declining warehouse, office and retail construction. The nonresidential market represented 35% of year-to-date aggregates shipments.

Previous wording

Aggregates shipments to the residential market decreased 9%, resulting from inclement weather and general softening in single-family housing resulting from affordability concerns. The residential market accounted for 24% of year-to-date aggregates shipments.

Current wording

Aggregates shipments to the residential market decreased 6%, resulting from inclement weather and general softening in single-family housing resulting from affordability concerns. The residential market accounted for 23% of year-to-date aggregates shipments.

Previous wording

The ChemRock/Rail market accounted for the remaining 5% of year-to-date aggregates shipments. Volumes to this end use market decreased 3% from the prior-year period.

Current wording

The ChemRock/Rail market accounted for the remaining 5% of year-to-date aggregates shipments. Volumes to this end use market decreased 8% from the prior-year period.

Previous wording

Magnesia Specialties revenues decreased 2% to $161 million for the six months ended June 30, 2024, due to continued headwinds in chemicals end markets. However, gross profit increased 6% to $56 million, as higher pricing combined with lower energy costs more than offset shipment declines.

Current wording

Magnesia Specialties revenues increased 2% to $243 million for the nine months ended September 30, 2024 and gross profit increased 14% to $84 million, as higher pricing combined with lower energy and raw materials costs more than offset lower chemical shipments.

Previous wording

Consolidated SG&A for the six months ended June 30 of 2024 was 7.8% of revenues compared with 6.8% in the prior-year period reflecting lower revenues.

Current wording

Consolidated SG&A for the nine months ended September 30 of 2024 was 7.0% of revenues compared with 6.3% in the prior-year period, reflecting lower revenues.

Previous wording

For the six months ended June 30, consolidated other operating income, net, was $1.3 billion in 2024 and $13 million in 2023. The 2024 amount included a $1.3 billion pretax gain on the Divestiture, which was partially offset by a $50 million pretax, noncash asset and portfolio rationalization charge (the Rationalization Charge; see Note 13 to the consolidated financial statements).

Current wording

For the nine months ended September 30, consolidated other operating income, net, was $1.3 billion in 2024 and $16 million in 2023. The 2024 amount included a $1.3 billion pretax gain on the Divestiture, which was partially offset by a $50 million pretax, noncash asset and portfolio rationalization charge (the Rationalization Charge; see Note 13 to the unaudited consolidated financial statements).

Previous wording

Earnings from operations for the six months ended June 30 were $1.8 billion in 2024 compared with $659 million in 2023. The 2024 amount included a $1.3 billion pretax gain on the Divestiture.

Current wording

Earnings from operations for the nine months ended September 30 were $2.3 billion in 2024 compared with $1.2 billion in 2023. The 2024 amount included a $1.3 billion pretax gain on the Divestiture.

Previous wording

For the six months ended June 30, 2024 and 2023, the effective income tax rates for continuing operations were 25.0% and 20.9%, respectively. The higher 2024 effective income tax rate versus 2023 was driven by the Divestiture, which reflected the write-off of certain nondeductible goodwill and was treated as a discrete tax event.

Current wording

For the nine months ended September 30, 2024 and 2023, the effective income tax rates for continuing operations were 24.1% and 20.6%, respectively. The higher 2024 effective income tax rate versus 2023 was driven by the Divestiture, which reflected the write-off of certain nondeductible goodwill and was treated as a discrete tax event.

Previous wording

Net earnings from continuing operations attributable to Martin Marietta were $1.3 billion, or $21.66 per diluted share, in 2024 compared with $481 million, or $7.76 per diluted share, in 2023. 2024 included an after-tax gain of $976 million, or $15.79 per diluted share, on the Divestiture, an after-tax loss of $37 million, or $0.61 per diluted share, for the Rationalization Charge, an after-tax charge of $15 million, or $0.24 per diluted share, for the Inventory Markup and after-tax acquisition, divestiture and integration expenses of $29 million, or $0.47 per diluted share, related to the Blue Water Industries LLC acquisition and the Divestiture.

Current wording

Net earnings from continuing operations attributable to Martin Marietta were $1.7 billion, or $27.60 per diluted share, in 2024 compared with $912 million, or $14.69 per diluted share, in 2023. 2024 included an after-tax gain of $976 million, or $15.83 per diluted share, on the Divestiture, an after-tax loss of $37 million, or $0.61 per diluted share, for the Rationalization Charge, an after-tax charge of $15 million, or $0.23 per diluted share, for the Inventory Markup and after-tax acquisition, divestiture and integration expenses of $31 million, or $0.50 per diluted share, related to the Blue Water Industries LLC acquisition and the Divestiture.

Previous wording

Cash provided by operating activities for the six months ended June 30, 2024 and 2023 was $173 million and $519 million, respectively, with the year-over-year decrease driven largely by significantly higher income tax payments in 2024 resulting from the Divestiture. Operating cash flow is substantially derived from consolidated net earnings before deducting depreciation, depletion and amortization, and changes in working capital requirements.

Current wording

Cash provided by operating activities for the nine months ended September 30, 2024 and 2023 was $773 million and $973 million, respectively, with the year-over-year decrease driven largely by significantly higher income tax payments in 2024 resulting from the Divestiture. Operating cash flow is substantially derived from consolidated net earnings before deducting depreciation, depletion and amortization, and changes in working capital requirements.

Previous wording

During the six months ended June 30, 2024 and 2023, the Company paid $339 million and $293 million, respectively, for additions to property, plant and equipment.

Current wording

During the nine months ended September 30, 2024 and 2023, the Company paid $622 million and $464 million, respectively, for additions to property, plant and equipment. Included in the 2024 additions is the purchase of land and aggregates reserves.

Previous wording

During the first quarter of 2024, the Company received pretax cash proceeds of $2.1 billion from the Divestiture. On April 5, 2024, the Company used $2.05 billion of cash on hand to fund the acquisition of 20 active aggregates operations in Alabama, South Carolina, South Florida, Tennessee, and Virginia from affiliates of Blue Water Industries LLC.

Current wording

During the first quarter of 2024, the Company received pretax cash proceeds of $2.1 billion from the Divestiture. On April 5, 2024, the Company used $2.05 billion of cash on hand to fund the acquisition of 20 active aggregates operations in Alabama, South Carolina, South Florida, Tennessee, and Virginia from affiliates of Blue Water Industries LLC. Subsequently, the Company used available liquidity to fund the South Florida aggregates acquisition on October 25, 2024.

Previous wording

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. During the first six months of 2024, the Company repurchased 785,758 shares of common stock at an average price of $572.70 and an aggregate cost of $450 million. At June 30, 2024, 11.9 million shares of common stock remain under the Company’s repurchase authorization.

Current wording

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. During the first nine months of 2024, the Company repurchased 785,758 shares of common stock at an average price of $572.70 and an aggregate cost of $450 million. At September 30, 2024, 11.9 million shares of common stock remain under the Company’s repurchase authorization.

Previous wording

In the event of a default on the Ratio, the lenders can terminate the Revolving Facility and Trade Receivable Facility and declare any outstanding balances as immediately due. There were no amounts outstanding under the Trade Receivable Facility or the Revolving Facility at June 30, 2024.

Current wording

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.

Previous wording

Cash on hand, along with the Company’s projected internal cash flows and availability of financing resources, including its access to debt and equity capital markets, is expected to continue to be sufficient to provide the capital resources necessary to support anticipated operating needs, cover debt service requirements, address near-term debt maturities, meet capital expenditures and discretionary investment needs, fund certain acquisition opportunities that may arise, allow for payment of dividends for the foreseeable future and allow the repurchase of shares of the Company’s common stock. At June 30, 2024, the Company had $1.20 billion of unused borrowing capacity under its Revolving Facility and Trade Receivable Facility, subject to complying with the related leverage covenant. Historically, the Company has successfully extended the maturity dates of these credit facilities. On July 2, 2024, the Company used available liquidity to repay the $400 million of 4.250% Senior Notes that matured by their own terms.

Current wording

Cash on hand, along with the Company’s projected internal cash flows and availability of financing resources, including its access to debt and equity capital markets, is expected to continue to be sufficient to provide the capital resources necessary to support anticipated operating needs, cover debt service requirements, address near-term debt maturities, meet capital expenditures and discretionary investment needs, fund certain acquisition opportunities that may arise, allow for payment of dividends for the foreseeable future and allow the repurchase of shares of the Company’s common stock. At September 30, 2024, there was $95 million outstanding under the Trade Receivable Facility and no amounts outstanding under the Revolving Facility, and the Company had $1.10 billion of unused borrowing capacity under its Revolving Facility and Trade Receivable Facility, subject to complying with the related leverage covenant. As of October
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

On July 2, 2024, the Company used available liquidity to repay the $400 million of 4.250% Senior Notes that matured by their own terms.

Current report — wording carried from elsewhere

30, 2024, there was $300 million outstanding under the Trade Receivable Facility and $400 million outstanding under the Revolving Facility. Historically, the Company has successfully extended the maturity dates of these credit facilities.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Net earnings from continuing operations attributable to Martin Marietta were $294 million, or $4.76 per diluted share, in 2024 compared with $347 million, or $5.60 per diluted share, in 2023. 2024 included an after-tax charge of $15 million, or $0.24 per diluted share, for the Inventory Markup and an after-tax charge of $16 million, or $0.26 per diluted share, for acquisition and integration expenses related to the BWI Southeast transaction.