SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

OR

o

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  þ    No  o

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  þ    No  o

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 

þ

  

Accelerated filer

 

o

 

 

 

 

Non-accelerated filer

 

o  

  

Smaller reporting company

 

o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  o    No   þ

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 May 1, 2015

Common Stock, $0.01 par value

 

67,481,231

 

 

 

 

 

 


 

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

 

 

Page

Part I. Financial Information:

 

 

Item 1. Financial Statements.

 

 

 

Consolidated Balance Sheets – March 31, 2015, December 31, 2014 and March 31, 2014

 

 

3

Consolidated Statements of Earnings and Comprehensive Earnings - Three Months Ended March 31, 2015 and 2014

 

 

 

4

Consolidated Statements of Cash Flows - Three Months Ended March 31, 2015 and 2014

 

 

5

Consolidated Statement of Total Equity - Three Months Ended March 31, 2015

 

 

6

Notes to Consolidated Financial Statements

 

 

7

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

 

 

22

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

 

44

Item 4. Controls and Procedures.

 

 

45

Part II. Other Information:

 

 

 

Item 1. Legal Proceedings.

 

 

46

Item 1A. Risk Factors.

 

 

46

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

 

46

Item 4. Mine Safety Disclosures.

 

 

46

Item 6. Exhibits.

 

 

47

Signatures

 

 

48

Exhibit Index

 

 

49

 

 

 

 

 

 

 

 

Page 2 of 49


 

PART I.  FINANCIAL INFORMATION

 

Item 1.  Financial Statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

2014

 

 

 

(Unaudited)

 

 

(Audited)

 

 

(Unaudited)

 

 

 

(Dollars in Thousands, Except Per Share Data)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

56,366

 

 

$

108,651

 

 

$

35,801

 

Accounts receivable, net

 

 

381,389

 

 

 

421,001

 

 

 

242,587

 

Inventories, net

 

 

505,047

 

 

 

484,919

 

 

 

354,718

 

Current deferred income tax benefits

 

 

235,367

 

 

 

244,638

 

 

 

73,320

 

Other current assets

 

 

103,560

 

 

 

29,607

 

 

 

51,788

 

Total Current Assets

 

 

1,281,729

 

 

 

1,288,816

 

 

 

758,214

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

5,694,546

 

 

 

5,691,676

 

 

 

4,001,505

 

Allowances for depreciation, depletion and amortization

 

 

(2,329,440

)

 

 

(2,288,906

)

 

 

(2,207,969

)

Net property, plant and equipment

 

 

3,365,106

 

 

 

3,402,770

 

 

 

1,793,536

 

Goodwill

 

 

2,071,471

 

 

 

2,068,799

 

 

 

616,621

 

Operating permits, net

 

 

497,841

 

 

 

499,487

 

 

 

16,935

 

Other intangibles, net

 

 

94,113

 

 

 

95,718

 

 

 

30,808

 

Other noncurrent assets

 

 

107,386

 

 

 

108,802

 

 

 

39,143

 

Total Assets

 

$

7,417,646

 

 

$

7,464,392

 

 

$

3,255,257

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Bank overdraft

 

$

 

 

$

183

 

 

$

 

Accounts payable

 

 

184,066

 

 

 

202,476

 

 

 

98,775

 

Accrued salaries, benefits and payroll taxes

 

 

23,590

 

 

 

36,576

 

 

 

12,904

 

Pension and postretirement benefits

 

 

6,637

 

 

 

6,953

 

 

 

2,356

 

Accrued insurance and other taxes

 

 

58,742

 

 

 

58,356

 

 

 

27,265

 

Current maturities of long-term debt and short-term facilities

 

 

14,406

 

 

 

14,336

 

 

 

12,403

 

Accrued interest

 

 

22,461

 

 

 

16,136

 

 

 

18,077

 

Other current liabilities

 

 

33,653

 

 

 

61,632

 

 

 

21,978

 

Total Current Liabilities

 

 

343,555

 

 

 

396,648

 

 

 

193,758

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

1,566,617

 

 

 

1,571,059

 

 

 

1,055,541

 

Pension, postretirement and postemployment benefits

 

 

252,923

 

 

 

249,333

 

 

 

80,457

 

Noncurrent deferred income taxes

 

 

753,727

 

 

 

734,583

 

 

 

272,346

 

Other noncurrent liabilities

 

 

158,641

 

 

 

160,021

 

 

 

108,862

 

Total Liabilities

 

 

3,075,463

 

 

 

3,111,644

 

 

 

1,710,964

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, par value $0.01 per share

 

 

673

 

 

 

671

 

 

 

462

 

Preferred stock, par value $0.01 per share

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

 

3,255,809

 

 

 

3,243,619

 

 

 

442,551

 

Accumulated other comprehensive loss

 

 

(106,723

)

 

 

(106,159

)

 

 

(42,744

)

Retained earnings

 

 

1,190,807

 

 

 

1,213,035

 

 

 

1,108,516

 

Total Shareholders' Equity

 

 

4,340,566

 

 

 

4,351,166

 

 

 

1,508,785

 

Noncontrolling interests

 

 

1,617

 

 

 

1,582

 

 

 

35,508

 

Total Equity

 

 

4,342,183

 

 

 

4,352,748

 

 

 

1,544,293

 

Total Liabilities and Equity

 

$

7,417,646

 

 

$

7,464,392

 

 

$

3,255,257

 

 

 

See accompanying notes to the consolidated financial statements.

 

Page 3 of 49


 

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(In Thousands, Except Per Share Data)

 

 

 

(Unaudited)

 

Net Sales

 

$

631,876

 

 

$

379,678

 

Freight and delivery revenues

 

 

59,471

 

 

 

48,951

 

Total revenues

 

 

691,347

 

 

 

428,629

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

557,615

 

 

 

353,843

 

Freight and delivery costs

 

 

59,471

 

 

 

48,951

 

Total cost of revenues

 

 

617,086

 

 

 

402,794

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

74,261

 

 

 

25,835

 

Selling, general & administrative expenses

 

 

49,450

 

 

 

34,247

 

Acquisition-related expenses, net

 

 

1,604

 

 

 

9,512

 

Other operating income, net

 

 

(2,364

)

 

 

(2,026

)

Earnings (Loss) from Operations

 

 

25,571

 

 

 

(15,898

)

 

 

 

 

 

 

 

 

 

Interest expense

 

 

19,331

 

 

 

12,201

 

Other nonoperating expenses, net

 

 

893

 

 

 

3,463

 

Earnings (Loss) from continuing operations before taxes on income

 

 

5,347

 

 

 

(31,562

)

Income tax benefit

 

 

(812

)

 

 

(8,424

)

Earnings (Loss) from Continuing Operations

 

 

6,159

 

 

 

(23,138

)

Loss on discontinued operations, net of related tax benefit of $1

 

 

 

 

 

(15

)

Consolidated net earnings (loss)

 

 

6,159

 

 

 

(23,153

)

Less: Net earnings (loss) attributable to noncontrolling interests

 

 

33

 

 

 

(1,535

)

Net Earnings (Loss) Attributable to Martin Marietta Materials, Inc.

 

$

6,126

 

 

$

(21,618

)

 

 

 

 

 

 

 

 

 

Net Earnings (Loss) Attributable to Martin Marietta Materials, Inc.:

 

 

 

 

 

 

 

 

Earnings (Loss) from continuing operations

 

$

6,126

 

 

$

(21,603

)

Loss from discontinued operations

 

 

 

 

 

(15

)

 

 

$

6,126

 

 

$

(21,618

)

 

 

 

 

 

 

 

 

 

Consolidated Comprehensive Earnings (Loss):  (See Note 1)

 

 

 

 

 

 

 

 

Earnings (Loss) attributable to Martin Marietta Materials, Inc.

 

$

5,562

 

 

$

(20,248

)

Earnings (Loss) attributable to noncontrolling interests

 

 

35

 

 

 

(1,534

)

 

 

$

5,597

 

 

$

(21,782

)

Net Earnings (Loss) Attributable to Martin Marietta Materials, Inc.

 

 

 

 

 

 

 

 

Per Common Share:

 

 

 

 

 

 

 

 

Basic from continuing operations attributable to common shareholders

 

$

0.07

 

 

$

(0.47

)

Discontinued operations attributable to common shareholders

 

 

 

 

 

 

 

 

$

0.07

 

 

$

(0.47

)

 

 

 

 

 

 

 

 

 

Diluted from continuing operations attributable to common shareholders

 

$

0.07

 

 

$

(0.47

)

Discontinued operations attributable to common shareholders

 

 

 

 

 

 

 

 

$

0.07

 

 

$

(0.47

)

Weighted-Average Common Shares Outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

67,411

 

 

 

46,315

 

Diluted

 

 

67,676

 

 

 

46,315

 

 

 

 

 

 

 

 

 

 

Cash Dividends Per Common Share

 

$

0.40

 

 

$

0.40

 

 

 

See accompanying notes to the consolidated financial statements.

 

Page 4 of 49


 

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(Dollars in Thousands)

 

 

 

(Unaudited)

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

Consolidated net earnings (loss)

 

$

6,159

 

 

$

(23,153

)

Adjustments to reconcile consolidated net earnings (loss) to net cash

   provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization

 

 

67,268

 

 

 

42,466

 

Stock-based compensation expense

 

 

2,907

 

 

 

1,409

 

Gains on divestitures and sales of assets

 

 

(1,576

)

 

 

(1,106

)

Deferred income taxes

 

 

27,774

 

 

 

(5,063

)

Excess tax benefits from stock-based compensation transactions

 

 

(109

)

 

 

(636

)

Other items, net

 

 

1,192

 

 

 

1,223

 

Changes in operating assets and liabilities, net of effects of acquisitions

   and divestitures:

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

40,006

 

 

 

2,834

 

Inventories, net

 

 

(19,071

)

 

 

(7,411

)

Accounts payable

 

 

(20,328

)

 

 

(4,825

)

Other assets and liabilities, net

 

 

(69,097

)

 

 

874

 

Net Cash Provided by Operating Activities

 

 

35,125

 

 

 

6,612

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(56,085

)

 

 

(36,913

)

Acquisitions, net

 

 

(10,589

)

 

 

(50

)

Proceeds from divestitures and sales of assets

 

 

1,475

 

 

 

1,401

 

Repayments from affiliate

 

 

1,808

 

 

 

 

Net Cash Used for Investing Activities

 

 

(63,391

)

 

 

(35,562

)

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

Borrowings of long-term debt

 

 

 

 

 

60,000

 

Repayments of long-term debt

 

 

(4,738

)

 

 

(23,125

)

Payments on capital lease obligations

 

 

(795

)

 

 

(525

)

Change in bank overdraft

 

 

(183

)

 

 

(2,556

)

Dividends paid

 

 

(28,354

)

 

 

(18,604

)

Issuances of common stock

 

 

9,942

 

 

 

6,488

 

Excess tax benefits from stock-based compensation transactions

 

 

109

 

 

 

636

 

Net Cash (Used for) Provided by Financing Activities

 

 

(24,019

)

 

 

22,314

 

Net Decrease in Cash and Cash Equivalents

 

 

(52,285

)

 

 

(6,636

)

Cash and Cash Equivalents, beginning of period

 

 

108,651

 

 

 

42,437

 

Cash and Cash Equivalents, end of period

 

$

56,366

 

 

$

35,801

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

11,417

 

 

$

1,633

 

Cash paid for income taxes

 

$

18,678

 

 

$

53

 

 

 

See accompanying notes to the consolidated financial statements.

 

Page 5 of 49


 

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

 

CONSOLIDATED STATEMENT OF TOTAL EQUITY

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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, 2014

 

 

67,293

 

 

$

671

 

 

$

3,243,619

 

 

$

(106,159

)

 

$

1,213,035

 

 

$

4,351,166

 

 

$

1,582

 

 

$

4,352,748

 

Consolidated net earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,126

 

 

 

6,126

 

 

 

33

 

 

 

6,159

 

Other comprehensive (loss) earnings

 

 

 

 

 

 

 

 

 

 

 

(564

)

 

 

 

 

 

(564

)

 

 

2

 

 

 

(562

)

Dividends declared

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(28,354

)

 

 

(28,354

)

 

 

 

 

 

(28,354

)

Issuances of common stock for stock award plans

 

 

182

 

 

 

2

 

 

 

9,284

 

 

 

 

 

 

 

 

 

9,286

 

 

 

 

 

 

9,286

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

2,906

 

 

 

 

 

 

 

 

 

2,906

 

 

 

 

 

 

2,906

 

Balance at March 31, 2015

 

 

67,475

 

 

$

673

 

 

$

3,255,809

 

 

$

(106,723

)

 

$

1,190,807

 

 

$

4,340,566

 

 

$

1,617

 

 

$

4,342,183

 

 

 

 

 

 

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 March 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

1.

Significant Accounting Policies

Organization

Martin Marietta Materials, Inc. (the “Corporation” or “Martin Marietta”) is engaged principally in the construction aggregates business. The aggregates product line accounted for 58% of 2014 consolidated net sales and includes crushed stone, sand and gravel, and is used for construction of highways and other infrastructure projects, and in the nonresidential and residential construction industries. Aggregates products are also used in the railroad, agricultural, utility and environmental industries. These aggregates products, along with the Corporation’s aggregates-related downstream product lines, which accounted for 25% of 2014 consolidated net sales and include asphalt products, ready mixed concrete and road paving construction services, are sold and shipped from a network of more than 400 quarries, distribution facilities and plants to customers in 32 states, Canada, the Bahamas and the Caribbean Islands. The aggregates and aggregates-related downstream product lines are reported collectively as the “Aggregates business”.

The Corporation currently conducts the Aggregates business through three reportable segments: the Mid-America Group, the Southeast Group and the West Group.

 

AGGREGATES 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, Mississippi, Tennessee, Nova Scotia and the Bahamas

  

Arkansas, Colorado, southern Kansas,

Louisiana, western Nebraska, Nevada, Oklahoma, Texas, Utah

and Wyoming

The Corporation has a Cement segment, which was acquired July 1, 2014 and accounted for 8% of 2014 consolidated net sales, with production facilities located in Midlothian, Texas, south of Dallas/Fort Worth; Hunter Texas, south of San Antonio; and Oro Grande, near Los Angeles, California. The cement business produces Portland and specialty cements, such as masonry and oil well cements. Similar to the Aggregates business, cement is used in infrastructure projects, nonresidential and residential construction, and the railroad, agricultural, utility and environmental industries. The limestone reserves used as a raw material are a part of owned property adjacent to each of the plants. The Corporation also operates cement terminals, a packaging facility and cement grinding facility at the Crestmore plant near Riverside, California.

The Corporation has a Magnesia Specialties segment with manufacturing facilities in Manistee, Michigan and Woodville, Ohio. The Magnesia Specialties segment, which accounted for 9% of 2014 consolidated net sales, 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 March 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

1.

Significant Accounting Policies (continued)

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Corporation 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. The Corporation has continued to follow the accounting policies set forth in the audited consolidated financial statements and related notes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014. In the opinion of management, the interim consolidated financial information provided herein reflects all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results of operations, financial position and cash flows for the interim periods. The consolidated results of operations for the three months ended March 31, 2015 are not indicative of the results expected for other interim periods or the full year. The consolidated balance sheet at December 31, 2014 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 Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014.

Revenue Recognition Standard

The FASB issued an accounting standard 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 for interim and annual reporting periods beginning after December 15, 2016 and can be applied on a full retrospective or modified retrospective approach. The Corporation is currently evaluating the impact of the provisions of the new standard, and at this time does not expect the impact to be material to its results of operations.

Consolidated Comprehensive Earnings/Loss and Accumulated Other Comprehensive Loss

Consolidated comprehensive earnings/loss for the Corporation 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 Corporation’s consolidated statements of earnings and comprehensive earnings.

Comprehensive earnings attributable to Martin Marietta is as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(Dollars in Thousands)

 

Net earnings (loss) attributable to Martin Marietta Materials, Inc.

 

$

6,126

 

 

$

(21,618

)

Other comprehensive (loss) earnings, net of tax

 

 

(564

)

 

 

1,370

 

Comprehensive earnings (loss) attributable to Martin Marietta Materials, Inc.

 

$

5,562

 

 

$

(20,248

)

Page 8 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

1.

Significant Accounting Policies (continued)

 

Consolidated Comprehensive Earnings/Loss and Accumulated Other Comprehensive Loss (continued)

Comprehensive earnings (loss) attributable to noncontrolling interests, consisting of net earnings or loss and adjustments for the funded status of pension and postretirement benefit plans, is as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(Dollars in Thousands)

 

Net earnings (loss) attributable to noncontrolling interests

 

$

33

 

 

$

(1,535

)

Other comprehensive earnings, net of tax

 

 

2

 

 

 

1

 

Comprehensive earnings (loss) attributable to noncontrolling interests

 

$

35

 

 

$

(1,534

)

Accumulated other comprehensive loss consists of unrealized gains and losses related to the funded status of pension and postretirement benefit plans; foreign currency translation; and the unamortized value of terminated forward starting interest rate swap agreements, and is presented on the Corporation’s consolidated balance sheets. Changes in accumulated other comprehensive 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 March 31, 2015

 

Balance at beginning of period

 

$

(106,688

)

 

$

3,278

 

 

$

(2,749

)

 

$

(106,159

)

Other comprehensive loss before reclassifications, net of tax

 

 

 

 

 

(2,288

)

 

 

 

 

 

(2,288

)

Amounts reclassified from accumulated other comprehensive loss, net of tax

 

 

1,537

 

 

 

 

 

 

187

 

 

 

1,724

 

Other comprehensive earnings (loss), net of tax

 

 

1,537

 

 

 

(2,288

)

 

 

187

 

 

 

(564

)

Balance at end of period

 

$

(105,151

)

 

$

990

 

 

$

(2,562

)

 

$

(106,723

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2014

 

Balance at beginning of period

 

$

(44,549

)

 

$

3,902

 

 

$

(3,467

)

 

$

(44,114

)

Other comprehensive earnings before reclassifications, net of tax

 

 

 

 

 

914

 

 

 

 

 

 

914

 

Amounts reclassified from accumulated other comprehensive loss, net of tax

 

 

282

 

 

 

 

 

 

174

 

 

 

456

 

Other comprehensive earnings, net of tax

 

 

282

 

 

 

914

 

 

 

174

 

 

 

1,370

 

Balance at end of period

 

$

(44,267

)

 

$

4,816

 

 

$

(3,293

)

 

$

(42,744

)

Page 9 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

1.

Significant Accounting Policies (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)

 

 

 

 

 

 

 

Unamortized

 

 

 

 

 

 

 

 

 

 

 

Value of

 

 

Net

 

 

 

Pension and

 

 

Terminated

 

 

Noncurrent

 

 

 

Postretirement

 

 

Forward Starting

 

 

Deferred Tax

 

 

 

Benefit Plans

 

 

Interest Rate Swap

 

 

Assets

 

 

 

Three Months Ended March 31, 2015

 

Balance at beginning of period

 

$

68,568

 

 

$

1,799

 

 

$

70,367

 

Tax effect of other comprehensive earnings

 

 

(1,016

)

 

 

(120

)

 

 

(1,136

)

Balance at end of period

 

$

67,552

 

 

$

1,679

 

 

$

69,231

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2014

 

Balance at beginning of period

 

$

29,198

 

 

$

2,269

 

 

$

31,467

 

Tax effect of other comprehensive earnings

 

 

(182

)

 

 

(114

)

 

 

(296

)

Balance at end of period

 

$

29,016

 

 

$

2,155

 

 

$

31,171

 

 

Reclassifications out of accumulated other comprehensive loss are as follows:

 

 

Three Months Ended

 

 

Affected line items in the

 

 

March 31,

 

 

consolidated statements of earnings

 

 

2015

 

 

2014

 

 

and comprehensive earnings

 

 

(Dollars in Thousands)

 

 

 

Pension and postretirement benefit plans

 

 

 

 

 

 

 

 

 

 

Amortization of:

 

 

 

 

 

 

 

 

 

 

Prior service credit

 

$

(471

)

 

$

(703

)

 

 

Actuarial loss

 

 

3,026

 

 

 

1,167

 

 

 

 

 

 

2,555

 

 

 

464

 

 

Cost of sales; Selling, general
  and administrative expenses

Tax benefit

 

 

(1,016

)

 

 

(182

)

 

Income tax benefit

 

 

$

1,539

 

 

$

282

 

 

 

Unamortized value of terminated forward starting interest
   rate swap

 

 

 

 

 

 

 

 

 

 

Additional interest expense

 

$

307

 

 

$

288

 

 

Interest expense

Tax benefit

 

 

(120

)

 

 

(114

)

 

Income tax benefit

 

 

$

187

 

 

$

174

 

 

 

 

Page 10 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

1.

Significant Accounting Policies (continued)

Earnings (Loss) per Common Share

The numerator for basic and diluted earnings (loss) per common share is net earnings/loss attributable to Martin Marietta reduced by dividends and undistributed earnings attributable to the Corporation’s unvested restricted stock awards and incentive stock awards. 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 Corporation’s Board of Directors under certain stock-based compensation arrangements if the conversion is dilutive. For the three months ended March 31, 2015, 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. For the three months ended March 31, 2014, all such awards were antidilutive given the net loss attributable to Martin Marietta.

 

The following table reconciles the numerator and denominator for basic and diluted earnings (loss) per common share:

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(In Thousands)

 

Net earnings (loss) from continuing operations attributable to

      Martin Marietta Materials, Inc.

 

$

6,126

 

 

$

(21,603

)

Less: Distributed and undistributed earnings attributable to unvested awards

 

 

1,369

 

 

 

67

 

Basic and diluted net earnings (loss) available to common shareholders from

      continuing operations attributable to Martin Marietta Materials, Inc.

 

 

4,757

 

 

 

(21,670

)

Basic and diluted net loss available to common shareholders from

      discontinued operations

 

 

 

 

 

(15

)

Basic and diluted net earnings (loss) available to common shareholders

      attributable to Martin Marietta Materials, Inc.

 

$

4,757

 

 

$

(21,685

)

 

 

 

 

 

 

 

 

 

Basic weighted-average common shares outstanding

 

 

67,411

 

 

 

46,315

 

Effect of dilutive employee and director awards

 

 

265

 

 

 

 

Diluted weighted-average common shares outstanding

 

 

67,676

 

 

 

46,315

 

 

 

Page 11 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

2.

Business Combinations and Assets Held for Sale

The Corporation acquired Texas Industries, Inc. (“TXI”) on July 1, 2014.  The Corporation has determined preliminary fair values of the assets acquired and liabilities assumed.  Although initial accounting for the business combination has been recorded, certain amounts are subject to change based on the additional reviews performed, such as asset and liability verification.  Specific accounts subject to ongoing purchase accounting adjustments include, but are not limited to, parts and supplies inventories; property, plant and equipment; other assets; goodwill; accounts payable; and deferred taxes.  Therefore, the measurement period remains open as of March 31, 2015.  

Total revenues and earnings from operations included in the Corporation’s consolidated statement of earnings attributable to TXI operations as of March 31, 2015 are $224,059,000 and $9,314,000, respectively.

Acquisition integration expenses related to the TXI acquisition were $1,451,000 for the three months ended March 31, 2015.

Unaudited Pro Forma Financial Information

The unaudited pro forma financial information in the table below summarizes the combined consolidated results of operations for the Corporation and TXI as though the companies were combined as of January 1, 2014. Transactions between Martin Marietta and TXI during the periods presented in the pro forma financial statements have been eliminated as if Martin Marietta and TXI were consolidated affiliates during the periods. Financial information for periods prior to the July 1, 2014 acquisition date included in the pro forma earnings does not reflect any cost savings or associated costs to achieve such savings from operating efficiencies, synergies, debt refinancing, utilization of TXI net operating loss carryforwards or other restructuring that result from the combination.  These amounts are reflected in the pro forma earnings for the quarter ended March 31, 2014.

The unaudited pro forma financial information for the three months ended March 31, 2014 includes TXI’s historical operating results for the three months ended February 28, 2014 (due to a difference in TXI’s historical reporting periods).

The pro forma financial statements do not purport to project the future financial position or operating results of the combined company. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of fiscal year 2014.

 

 

 

Three Months Ended

 

 

 

March 31, 2014

 

 

 

(Dollars in Thousands)

 

Net sales

 

$

563,228

 

Loss from continuing operations attributable to controlling interest

 

$

(74,591

)

 

Page 12 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

2.

Business Combinations and Assets Held for Sale (continued)

 

Assets Held for Sale

At March 31, 2015, the Corporation classified certain land at its Crestmore facility in California as assets held for sale.  The land held for sale is included in other current assets on the consolidated balance sheet and has been reported as an asset within the Cement Group segment in Note 9.  

 

 

3.

Inventories, Net

 

 

 

March 31,

 

 

December 31,

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

2014

 

 

 

(Dollars in Thousands)

 

Finished products

 

$

428,783

 

 

$

413,766

 

 

$

372,567

 

Products in process and raw materials

 

 

70,558

 

 

 

65,250

 

 

 

16,478

 

Supplies and expendable parts

 

 

125,547

 

 

 

125,092

 

 

 

64,093

 

 

 

 

624,888

 

 

 

604,108

 

 

 

453,138

 

Less: Allowances

 

 

(119,841

)

 

 

(119,189

)

 

 

(98,420

)

Total

 

$

505,047

 

 

$

484,919

 

 

$

354,718

 

 

 

4.

Long-Term Debt

 

 

 

March 31,

 

 

December 31,

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

2014

 

 

 

(Dollars in Thousands)

 

6.6% Senior Notes, due 2018

 

$

299,182

 

 

$

299,123

 

 

$

298,949

 

7% Debentures, due 2025

 

 

124,508

 

 

 

124,500

 

 

 

124,478

 

6.25% Senior Notes, due 2037

 

 

228,194

 

 

 

228,184

 

 

 

228,157

 

4.25% Senior Notes, due 2024

 

 

395,410

 

 

 

395,309

 

 

 

 

Floating Rate Notes, due 2017, interest rate of 1.36% and

     1.33% at March 31, 2015 and December 31, 2014, respectively

 

 

298,980

 

 

 

298,869

 

 

 

 

Term Loan Facility, due 2018, interest rate of 1.67% at March 31,

     2015 and December 31, 2014; and 1.65% at March 31, 2014

 

 

233,213

 

 

 

236,258

 

 

 

245,395

 

Revolving Facility, interest rate of 1.89% at March 31, 2014

 

 

 

 

 

 

 

 

20,000

 

Trade Receivable Facility, interest rate of 0.75% at March 31, 2014

 

 

 

 

 

 

 

 

150,000

 

Other notes

 

 

1,536

 

 

 

3,152

 

 

 

965

 

Total debt

 

 

1,581,023

 

 

 

1,585,395

 

 

 

1,067,944

 

Less: Current maturities

 

 

(14,406

)

 

 

(14,336

)

 

 

(12,403

)

Long-term debt

 

$

1,566,617

 

 

$

1,571,059

 

 

$

1,055,541

 

 

Page 13 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

4.

Long-Term Debt (continued)

The Corporation, through a wholly-owned special purpose subsidiary, has a $250,000,000 trade receivable securitization facility (the “Trade Receivable Facility”), which matures on September 30, 2016.  The Trade Receivable Facility, with SunTrust Bank, Regions Bank, PNC Bank, National Association and certain other lenders that may become a party to the facility from time to time, is backed by eligible trade receivables, as defined, of $339,086,000, $369,575,000 and $232,566,000 at March 31, 2015, December 31, 2014 and March 31, 2014, respectively.  These receivables are originated by the Corporation and then sold to the wholly-owned special purpose subsidiary by the Corporation.  The Corporation continues 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 0.7% and are limited to the lesser of the facility limit or the borrowing base, as defined, of $280,101,000, $313,428,000 and $177,233,000 at March 31, 2015, December 31, 2014 and March 31, 2014, respectively.  The Trade Receivable Facility contains a cross-default provision to the Corporation’s other debt agreements.  

The Corporation’s Credit Agreement, which provides a $250,000,000 senior unsecured term loan (the “Term Loan Facility”) and a $350,000,000 five-year senior unsecured revolving facility (the “Revolving Facility”), requires the Corporation’s ratio of consolidated debt to consolidated earnings before interest, taxes, depreciation, depletion and amortization (“EBITDA”), as defined by the Credit Agreement, for the trailing twelve months (the “Ratio”) to not exceed 3.50x as of the end of any fiscal quarter, provided that the Corporation may exclude from the Ratio debt incurred in connection with certain acquisitions for a period of 180 days so long as the Corporation, as a consequence of such specified acquisition, does not have its rating on long-term unsecured debt fall below BBB by Standard & Poor’s or Baa2 by Moody’s and 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 Corporation is a co-borrower, may be reduced by the Corporation’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.

In 2014, the Corporation amended the Credit Agreement to ensure the impact of the business combination with TXI does not impair liquidity available under the Term Loan Facility and the Revolving Facility. The amendment adjusts consolidated EBITDA to add back fees, costs or expenses relating to the TXI business combination incurred on or prior to the closing of the combination not to exceed $95,000,000; any integration or similar costs or expenses related to the TXI business combination incurred in any period prior to the second anniversary of the closing of the TXI business combination not to exceed $70,000,000; and any make-whole fees incurred in connection with the redemption of TXI’s 9.25% senior notes due 2020. The Corporation was in compliance with this Ratio at March 31, 2015.

Available borrowings under the Revolving Facility are reduced by any outstanding letters of credit issued by the Corporation under the Revolving Facility. At March 31, 2015, December 31, 2014 and March 31, 2014, the Corporation had $2,507,000 of outstanding letters of credit issued under the Revolving Facility.

Page 14 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

4.

Long-Term Debt (continued)

Accumulated other comprehensive loss includes the unamortized value of terminated forward starting interest rate swap agreements. For the three months ended March 31, 2015, the Corporation recognized $307,000 as additional interest expense. For the three months ended March 31, 2014, the Corporation recognized $288,000 as additional interest expense. The ongoing amortization of the terminated value of the forward starting interest rate swap agreements will increase annual interest expense by approximately $1,200,000 until the maturity of the 6.6% Senior Notes in 2018.

5.

Financial Instruments

The Corporation’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 Corporation’s cash equivalents have 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 receivables are due from a large number of customers, primarily in the construction industry, and are dispersed across wide geographic and economic regions. However, accounts receivables are more heavily concentrated in certain states (namely, Texas, Colorado, North Carolina, Iowa and Georgia). The estimated fair values of accounts receivables approximate their carrying amounts due to the short-term nature of the receivables.

Notes receivables are primarily promissory notes with customers and are not publicly traded. Management estimates that the fair value of notes receivables approximates the carrying amount. The estimated fair values of notes receivables approximate their carrying amounts 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. The estimated fair value of the bank overdraft approximates its carrying amount 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 amounts due to the short-term nature of the payables.

The carrying values and fair values of the Corporation’s long-term debt were $1,581,023,000 and $1,691,478,000, respectively, at March 31, 2015; $1,585,395,000 and $1,680,584,000, respectively, at December 31, 2014; and $1,067,944,000 and $1,127,149,000, respectively, at March 31, 2014. 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 fair value of the Notes was based on Level 2 of the fair value hierarchy using quoted market prices for similar debt instruments. The estimated fair value of other borrowings, which primarily represents variable-rate debt, approximates its carrying amount as the interest rates reset periodically.

Page 15 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

6.

Income Taxes

 

 

 

Three Months Ended March 31,

 

 

 

2015

 

2014

 

Estimated effective income tax rate:

 

 

 

 

 

 

 

Continuing operations

 

 

(15.2

)%

 

26.7

%

Discontinued operations

 

 

%

 

6.3

%

Consolidated overall

 

 

(15.2

)%

 

26.7

%

 

The Corporation’s 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. The effective income tax rates for discontinued operations reflect the tax effects of individual operations’ transactions and are not indicative of the Corporation’s overall effective income tax rate.

The decrease in the effective income tax rate is attributable to discrete events, which include the exercise of converted stock awards issued to former TXI personnel.  Excluding discrete items, the estimated effective income tax rate would have been 31%, in line with annual guidance.  For the year, the Corporation expects to utilize net operating loss, or NOL, carryforwards acquired with TXI.

The Corporation 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.

 

7.

Pension and Postretirement Benefits

The estimated components of the recorded net periodic benefit cost (credit) for pension and postretirement benefits are as follows:

 

 

 

Three Months Ended March 31,

 

 

 

Pension

 

 

Postretirement Benefits

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

 

(Dollars in Thousands)

 

Service cost

 

$

6,290

 

 

$

3,730

 

 

$

39

 

 

$

55

 

Interest cost

 

 

8,112

 

 

 

6,590

 

 

 

230

 

 

 

290

 

Expected return on assets

 

 

(9,104

)

 

 

(7,698

)

 

 

 

 

 

 

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior service cost (credit)

 

 

105

 

 

 

111

 

 

 

(576

)

 

 

(814

)

Actuarial loss (gain)

 

 

3,108

 

 

 

1,202

 

 

 

(82

)

 

 

(35

)

Termination benefit charge

 

 

256

 

 

 

 

 

 

 

 

 

 

Net periodic benefit cost (credit)

 

$

8,767

 

 

$

3,935

 

 

$

(389

)

 

$

(504

)

 

 

Page 16 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

8.

Commitments and Contingencies

Legal and Administrative Proceedings

The Corporation 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 Corporation and its subsidiaries, will have a material adverse effect on the overall results of the Corporation’s operations, its cash flows or its financial position.

Borrowing Arrangements with Affiliate

The Corporation 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 Corporation for any payments and expenses the Corporation may incur from this agreement. The Corporation holds a lien on the affiliate’s membership interest in a joint venture as collateral for payment under the revolving line of credit.

The Corporation had loaned $3,402,000 to this unconsolidated affiliate to repay in full the outstanding balance of the affiliate’s loan with Bank of America, N.A. in 2013 and entered into a loan agreement with the affiliate for monthly repayment of principal and interest of that loan amount. The loan was repaid in full during the quarter ended March 31, 2015.  As of December 31, 2014 and March 31, 2014, the amount due from the affiliate related to this loan was $1,808,000 and $2,773,000, respectively.

In addition, the Corporation has a $6,000,000 outstanding loan due from this unconsolidated affiliate as of March 31, 2015, December 31, 2014 and March 31, 2014.

Employees

Approximately 13% of the Corporation’s employees are represented by a labor union.  All such employees are hourly employees.  The Corporation maintains collective bargaining agreements relating to the union employees with the Aggregates business and the Cement and Magnesia Specialties segments.  For the Cement segment located in California and Texas, 100% of its hourly employees at the Oro Grande cement plant and Crestmore clinker grinding facility, both located in California, are represented by labor unions.  The Oro Grande collective bargaining agreement expires June 2015, and management does not anticipate any difficulties renewing this labor contract.  The Crestmore collective bargaining agreement expires in August 2016.  For the Magnesia Specialties segment located in Manistee, Michigan and Woodville, Ohio, 100% of its hourly employees are represented by labor unions. The Manistee collective bargaining agreement expires in August 2015. Management does not anticipate any difficulties in renewing this labor contract. The Woodville collective bargaining agreement expires in May 2018.

9.

Business Segments

The Aggregates business contains three reportable business segments: Mid-America Group, Southeast Group and West Group. The Corporation also has Cement and Magnesia Specialties segments. Corporate loss from operations primarily includes depreciation on capitalized interest, expenses for corporate administrative functions, business development and integration expenses, unallocated corporate expenses and other nonrecurring and/or non-operational adjustments. Intersegment sales represent net sales from one segment to another segment.

Page 17 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

9.

Business Segments (Continued)

The following tables display selected financial data for continuing operations for the Corporation’s reportable business segments. Total revenues and net sales in the table below, as well as the consolidated statements of earnings and comprehensive earnings, do not include intersegment sales as these sales are eliminated.  

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(Dollars in Thousands)

 

Total revenues:

 

 

 

 

 

 

 

 

Mid-America Group

 

$

140,834

 

 

$

115,708

 

Southeast Group

 

 

64,678

 

 

 

59,820

 

West Group

 

 

320,571

 

 

 

190,787

 

Total Aggregates Business

 

 

526,083

 

 

 

366,315

 

Cement

 

 

102,100

 

 

 

 

Magnesia Specialties

 

 

63,164

 

 

 

62,314

 

Total

 

$

691,347

 

 

$

428,629

 

 

 

 

 

 

 

 

 

 

Net sales:

 

 

 

 

 

 

 

 

Mid-America Group

 

$

129,705

 

 

$

106,533

 

Southeast Group

 

 

59,770

 

 

 

55,381

 

West Group

 

 

287,082

 

 

 

160,416

 

Total Aggregates Business

 

 

476,557

 

 

 

322,330

 

Cement

 

 

96,565

 

 

 

 

Magnesia Specialties

 

 

58,754

 

 

 

57,348

 

Total

 

$

631,876

 

 

$

379,678

 

 

 

 

 

 

 

 

 

 

(Loss) Earnings from operations:

 

 

 

 

 

 

 

 

Mid-America Group

 

$

(4,203

)

 

$

(11,766

)

Southeast Group

 

 

(1,548

)

 

 

(6,111

)

West Group

 

 

14,499

 

 

 

2,081

 

Total Aggregates Business

 

 

8,748

 

 

 

(15,796

)

Cement

 

 

12,229

 

 

 

 

Magnesia Specialties

 

 

17,789

 

 

 

16,285

 

Corporate

 

 

(13,195

)

 

 

(16,387

)

Total

 

$

25,571

 

 

$

(15,898

)

 

Page 18 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

9.

Business Segments (continued)

Cement intersegment sales, which are to the ready mixed concrete product line in the West Group, were $18,377,000 for the three months ended March 31, 2015.

 

 

 

 

 

March 31,

 

 

December 31,

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

2014

 

 

 

(Dollars in Thousands)

 

Assets employed:

 

 

 

 

 

 

 

 

 

 

 

 

Mid-America Group

 

$

1,287,933

 

 

$

1,290,833

 

 

$

1,257,753

 

Southeast Group

 

 

597,461

 

 

 

604,044

 

 

 

607,219

 

West Group

 

 

2,490,726

 

 

 

2,444,400

 

 

 

1,024,038

 

Total Aggregates Business

 

 

4,376,120

 

 

 

4,339,277

 

 

 

2,889,010

 

Cement

 

 

2,422,119

 

 

 

2,451,799

 

 

 

 

Magnesia Specialties

 

 

147,745

 

 

 

150,359

 

 

 

153,070

 

Corporate

 

 

471,662

 

 

 

522,957

 

 

 

213,177

 

Total

 

$

7,417,646

 

 

$

7,464,392

 

 

$

3,255,257

 

 

The assets employed at December 31, 2014 reflect a reclassification of approximately $600 million of goodwill from the Cement segment to the West Group segment compared with the amounts presented in the Segments note (Note O) to the consolidated financial statements in the 2014 Form 10-K.  This correction had no impact on the consolidated balance sheet as of December 31, 2014, or the consolidated statements of earnings (including earnings per diluted share), comprehensive earnings, total equity and cash flows for the year then ended.  Further, goodwill by reportable segment was correctly presented in the Goodwill and Intangible Assets note (Note B) to the 2014 consolidated financial statements.

Page 19 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

9.

Business Segments (continued)

The Aggregates business includes the aggregates product line and aggregates-related downstream product lines, which include asphalt, ready mixed concrete and road paving product lines. All aggregates-related downstream product lines reside in the West Group. The following tables, which are reconciled to consolidated amounts, provide net sales and gross profit by line of business: Aggregates (further divided by product line), Cement and Magnesia Specialties.

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(Dollars in Thousands)

 

Net sales:

 

 

 

 

 

 

 

 

Aggregates

 

$

332,214

 

 

$

263,885

 

Asphalt

 

 

9,645

 

 

 

10,498

 

Ready Mixed Concrete

 

 

127,572

 

 

 

38,009

 

Road Paving

 

 

7,126

 

 

 

9,938

 

Total Aggregates Business

 

 

476,557

 

 

 

322,330

 

Cement

 

 

96,565

 

 

 

Magnesia Specialties

 

 

58,754

 

 

 

57,348

 

Total

 

$

631,876

 

 

$

379,678

 

 

 

 

 

 

 

 

 

 

Gross profit (loss):

 

 

 

 

 

 

 

 

Aggregates

 

$

41,417

 

 

$

10,051

 

Asphalt

 

 

(1,463

)

 

 

(1,426

)

Ready Mixed Concrete

 

 

2,084

 

 

 

2,944

 

Road Paving

 

 

(3,311

)

 

 

(3,982

)

Total Aggregates Business

 

 

38,727

 

 

 

7,587

 

Cement

 

 

18,985

 

 

 

 

Magnesia Specialties

 

 

20,178

 

 

 

18,755

 

Corporate

 

 

(3,629

)

 

 

(507

)

Total

 

$

74,261

 

 

$

25,835

 

 

Page 20 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

 

10.

Supplemental Cash Flow Information

The components of the change in other assets and liabilities, net, are as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(Dollars in Thousands)

 

Other current and noncurrent assets

 

$

(4,083

)

 

$

(783

)

Accrued salaries, benefits and payroll taxes

 

 

(13,703

)

 

 

(3,984

)

Accrued insurance and other taxes

 

 

386

 

 

 

(1,838

)

Accrued income taxes

 

 

(46,700

)

 

 

(4,595

)

Accrued pension, postretirement and postemployment benefits

 

 

5,830

 

 

 

2,763

 

Other current and noncurrent liabilities

 

 

(10,827

)

 

 

9,311

 

 

 

$

(69,097

)

 

$

874

 

 

The decrease in the accrued salaries, benefits and payroll taxes is primarily attributable to a decrease in TXI acquisition-related accrued severance expense.  The change in accrued income taxes is primarily due to an increase in income tax benefit of $23,300,000.  Other current and noncurrent liabilities decreased due to a reduction of accrued interest expense attributable to payments made in 2015 by $4,403,000 and a decrease in book overdraft by $5,724,000.  

 

Noncash investing and financing activities are as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(Dollars in Thousands)

 

Noncash investing and financing activities:

 

 

 

 

 

 

 

 

Acquisition of assets through capital lease

 

$

1,222

 

 

$

5,930

 

Acquisition of assets through asset exchange

 

$

5,153

 

 

$

 

 

 

 

 

Page 21 of 49

 


 

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

 

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

OVERVIEW

Martin Marietta Materials, Inc. (the “Corporation” or “Martin Marietta”) is a leading supplier of aggregates products (crushed stone, sand and gravel) and heavy building materials for the construction industry, including infrastructure, nonresidential, residential, railroad ballast, agricultural and chemical grade stone used in environmental applications. The Corporation’s annual consolidated net sales and operating earnings are predominately derived from its Aggregates business, which mines, processes and sells granite, limestone, sand, gravel and other aggregates-related downstream business, including asphalt, ready mixed concrete and road paving construction services for use in all sectors of the public infrastructure, environmental industries, nonresidential and residential construction industries, as well as agriculture, railroad ballast, chemical, utility and other uses. The Aggregates business shipped and delivered aggregates, asphalt products and ready mixed concrete from a network of more than 400 quarries, underground mines, distribution facilities and plants to customers in 32 states, Canada, the Bahamas and the Caribbean Islands. The Aggregates 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. Aggregates products are also used in the railroad, agricultural, utility and environmental industries.

The Corporation currently conducts its Aggregates business through three reportable business segments: Mid-America Group, Southeast Group and West Group.

 

AGGREGATES 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, Mississippi, Tennessee, Nova Scotia and the Bahamas

  

Arkansas, Colorado, southern Kansas, Louisiana, western Nebraska, Nevada, Oklahoma, Texas, Utah and Wyoming

 

 

 

 

Primary Product Lines

  

Aggregates (crushed stone, sand and gravel)

  

Aggregates (crushed stone, sand and gravel)

  

Aggregates (crushed stone, sand and gravel), asphalt, ready mixed concrete and road paving

 

 

 

 

Primary Types of Aggregates Locations

  

Quarries and Distribution Facilities

  

Quarries and Distribution Facilities

  

Quarries, Plants and

Distribution Facilities

 

 

 

 

Primary Modes of Transportation for Aggregates Product Line

  

Truck and Rail

  

Truck, Rail and Water

  

Truck and Rail

 

Page 22 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

The Cement business produces Portland and specialty cements, such as masonry and oil well cements. Similar to the Aggregates business, cement is used in infrastructure projects, nonresidential and residential construction, and the railroad, agricultural, utility and environmental industries. The production facilities are located in Midlothian, Texas, south of Dallas/Fort Worth; Hunter, Texas, between Austin and San Antonio; and Oro Grande, California, near Los Angeles. The limestone reserves used as a raw material are located on property, owned by the Corporation, adjacent to each of the plants. The Corporation also operates a cement terminal and packaging facility at the Crestmore plant near Riverside, California, and operates its Portland cement grinding facility on an as-needed basis. The cement facilities currently have total annual capacity of 6.6 million tons. In addition to the manufacturing and packaging facilities, the Corporation operates eight cement distribution terminals.

The Corporation 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.

CRITICAL ACCOUNTING POLICIES

The Corporation outlined its critical accounting policies in its Annual Report on Form 10-K for the year ended December 31, 2014. There were no changes to the Corporation’s critical accounting policies during the three months ended March 31, 2015.

RESULTS OF OPERATIONS

Except as indicated, the comparative analysis in this Management’s Discussion and Analysis of Financial Condition and Results of Operations reflects results from continuing operations and is based on net sales and cost of sales. Gross margin and operating margin calculated as percentages of total revenues represent the most directly comparable financial measures calculated in accordance with generally accepted accounting principles (“GAAP”). However, gross margin as a percentage of net sales and operating margin as a percentage of net sales represent non-GAAP measures. The Corporation presents these ratios calculated based on net sales, as it is consistent with the basis by which management reviews the Corporation’s operating results. Further, management believes it is consistent with the basis by which investors analyze the Corporation’s operating results given that freight and delivery revenues and costs represent pass-throughs and have no profit mark-up. The following tables present the calculations of gross margin and operating margin for the three months ended March 31, 2015 and 2014 in accordance with GAAP and reconciliations of the ratios as percentages of total revenues to percentages of net sales:

Gross Margin in Accordance with GAAP

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(Dollars in Thousands)

 

Gross profit

 

$

74,261

 

 

$

25,835

 

Total revenues

 

$

691,347

 

 

$

428,629

 

Gross margin

 

 

10.7

%

 

 

6.0

%

Page 23 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

 

Gross Margin Excluding Freight and Delivery Revenues

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(Dollars in Thousands)

 

Gross profit

 

$

74,261

 

 

$

25,835

 

Total revenues

 

$

691,347

 

 

$

428,629

 

Less: Freight and delivery revenues

 

 

(59,471

)

 

 

(48,951

)

Net sales

 

$

631,876

 

 

$

379,678

 

Gross margin excluding freight and delivery revenues

 

 

11.8

%

 

 

6.8

%

 

Operating Margin in Accordance with GAAP

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(Dollars in Thousands)

 

Earnings (Loss) from operations

 

$

25,571

 

 

$

(15,898

)

Total revenues

 

$

691,347

 

 

$

428,629

 

Operating margin

 

 

3.7

%

 

 

(3.7

)%

 

Operating Margin Excluding Freight and Delivery Revenues

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(Dollars in Thousands)

 

Earnings (Loss) from operations

 

$

25,571

 

 

$

(15,898

)

Total revenues

 

$

691,347

 

 

$

428,629

 

Less: Freight and delivery revenues

 

 

(59,471

)

 

 

(48,951

)

Net sales

 

$

631,876

 

 

$

379,678

 

Operating margin excluding freight and delivery revenues

 

 

4.0

%

 

 

(4.2

)%

 

Page 24 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

The earnings per diluted share impact of acquisition-related expenses, net, related to the TXI acquisition, represents a non-GAAP measure.  It is presented for investors and analysts to evaluate and forecast the Corporation’s ongoing financial results, as acquisition-related expenses, net, related to TXI are nonrecurring.  

 

The following shows the calculation of the impact of acquisition-related expenses, net, related to the combination with TXI on the loss per diluted share for the quarter ended March 31, 2014 (in thousands except per share data):

 

Acquisition-related expenses, net, related to the business combination with TXI

 

$

9,458

 

Income tax benefit

 

 

(3,725

)

After-tax impact of acquisition-related expenses, net, related to the

     business combination with TXI

 

$

5,733

 

Diluted average number of common shares outstanding

 

 

46,315

 

Per diluted share impact of acquisition-related expenses, net, related

     to the business combination with TXI

 

$

(0.12

)

The Corporation presents the increase in heritage aggregates product line shipments for the West Group and the Aggregates business excluding the three operations that were divested in the third quarter of 2014.  These non-GAAP measures are presented for investors and analysts to have a more comparable analysis of shipment trends based on the operations owned by the Corporation for the quarter ended March 31, 2015.  The following shows the calculation of the heritage aggregates product line shipments for the West Group and the Aggregates business for the quarter ended March 31, 2014, excluding shipments from the operations divested in the third quarter 2014 (shipment tons in thousands).

 

 

West Group

 

 

Aggregates Business

 

Reported heritage aggregates product line shipments for quarter ended March 31, 2014

 

 

12,068

 

 

 

24,619

 

Less:  aggregates product line shipments for three operations divested in third quarter of 2014

 

 

(759

)

 

 

(759

)

Adjusted heritage aggregates product line shipments for quarter ended March 31, 2014

 

 

11,309

 

 

 

23,860

 

Reported heritage aggregates product line shipments for quarter ended March 31, 2015

 

 

11,332

 

 

 

25,523

 

Increase in 2015 heritage aggregates product line shipments over adjusted shipments

     for quarter ended March 31, 2014

 

 

0.2

%

 

 

7.0

%

Page 25 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

Incremental gross margin (excluding freight and delivery revenues) is a non-GAAP measure.  The Corporation presents this metric to enhance analysts and investors’ understanding of the impact of increased shipments on profitability.  Due to the significant amount of fixed costs, gross margin (excluding freight and delivery revenues) typically increases at a disproportionate rate in periods of increased shipments.  The following shows the calculation of incremental gross margin (excluding freight and delivery revenues) for the heritage Aggregates business for the quarter ended March 31, 2015 (dollars in thousands).

 

Heritage Aggregates business net sales for the quarter ended March 31, 2015

 

$

358,226

 

Heritage Aggregates business net sales for the quarter ended March 31, 2014

 

 

322,330

 

Incremental net sales

 

$

35,896

 

 

 

 

 

 

Heritage Aggregates business gross profit for the quarter ended March 31, 2015

 

$

34,892

 

Heritage Aggregates business gross profit for the quarter ended March 31, 2014

 

 

7,587

 

Incremental gross profit

 

$

27,305

 

 

 

 

 

 

Incremental gross margin (excluding freight and delivery revenues) for quarter ended March 31, 2015

 

 

76

%

Significant items for the quarter ended March 31, 2015 (unless noted, all comparisons are versus the prior-year quarter):

·

Earnings per diluted share of $0.07 compared with a loss of $0.47 (which includes a $0.12 per diluted share charge for business development expenses related to the TXI acquisition)

·

Consolidated net sales of $631.9 million compared with $379.7 million, an increase of 66%

·

Aggregates product line volume increase of 17.1%; aggregates product line price increase of 11.4%

o

Heritage aggregates product line volume increase of 7.0%, excluding shipments from 2014 divestitures from prior-year quarter; reported heritage volume increase of 3.7%;

o

Heritage aggregates product line price increase of 10.5%

·

Cement business net sales of $96.6 million, earnings from operations of $12.2 million and EBITDA of $27.5 million

·

Magnesia Specialties net sales of $58.8 million and earnings from operations of $17.8 million

·

Heritage consolidated gross margin (excluding freight and delivery revenues) of 12.5%, up 570 basis points; consolidated gross margin (excluding freight and delivery revenues) of 11.8%, up 500 basis points

·

Consolidated selling, general and administrative expenses (SG&A) of $49.5 million, or 7.8% of net sales, a reduction of 120 basis points

·

Consolidated earnings from operations of $25.6 million compared with a loss from operations of $15.9 million (which includes $9.5 million of business development expenses related to the TXI acquisition)

 

Page 26 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

The following table presents net sales, gross profit (loss), selling, general and administrative expenses and earnings (loss) from operations data for the Corporation and its reportable segments for the three months ended March 31, 2015 and 2014. In each case, the data is stated as a percentage of net sales of the Corporation or the relevant segment, as the case may be.

 

 

 

Three Months Ended March 31,

 

 

 

2015

 

 

2014

 

 

 

Amount

 

 

% of

Net Sales

 

 

Amount

 

 

% of

Net Sales

 

 

 

(Dollars in Thousands)

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Heritage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mid-America Group

 

$

129,618

 

 

 

 

 

 

$

106,533

 

 

 

 

 

Southeast Group

 

 

59,770

 

 

 

 

 

 

 

55,381

 

 

 

 

 

West Group

 

 

168,838

 

 

 

 

 

 

 

160,416

 

 

 

 

 

Total Heritage Aggregates Business

 

 

358,226

 

 

 

100.0

 

 

 

322,330

 

 

 

100.0

 

Magnesia Specialties

 

 

58,754

 

 

 

100.0

 

 

 

57,348

 

 

 

100.0

 

Total Heritage Consolidated

 

 

416,980

 

 

 

100.0

 

 

 

379,678

 

 

 

100.0

 

Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aggregates Business – Mid-America Group

 

 

87

 

 

 

100.0

 

 

 

 

 

 

 

Aggregates Business – West Group

 

 

118,244

 

 

 

100.0

 

 

 

 

 

 

 

Cement

 

 

96,565

 

 

 

100.0

 

 

 

 

 

 

 

Total Acquisitions

 

 

214,896

 

 

 

100.0

 

 

 

 

 

 

 

Total

 

$

631,876

 

 

 

100.0

 

 

$

379,678

 

 

 

100.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Heritage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mid-America Group

 

$

7,327

 

 

 

5.7

 

 

$

(1,547

)

 

 

(1.5

)

Southeast Group

 

 

3,099

 

 

 

5.2

 

 

 

(2,867

)

 

 

(5.2

)

West Group

 

 

24,466

 

 

 

14.5

 

 

 

12,001

 

 

 

7.5

 

Total Heritage Aggregates Business

 

 

34,892

 

 

 

9.7

 

 

 

7,587

 

 

 

2.4

 

Magnesia Specialties

 

 

20,178

 

 

 

34.3

 

 

 

18,755

 

 

 

32.7

 

Corporate

 

 

(2,795

)

 

 

 

 

(507

)

 

 

Total Heritage Consolidated

 

 

52,275

 

 

 

12.5

 

 

 

25,835

 

 

 

6.8

 

Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aggregates Business – Mid-America Group

 

 

(183

)

 

 

(210.3

)

 

 

 

 

 

 

 

 

Aggregates Business – West Group

 

 

4,018

 

 

 

3.4

 

 

 

 

 

 

 

Cement

 

 

18,985

 

 

 

19.7

 

 

 

 

 

 

 

Corporate

 

 

(834

)

 

 

 

 

 

 

 

 

 

Total Acquisitions

 

 

21,986

 

 

 

10.2

 

 

 

 

 

 

 

Total

 

$

74,261

 

 

 

11.8

 

 

$

25,835

 

 

 

6.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 27 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

 

2015

 

 

2014

 

 

 

Amount

 

 

% of

Net Sales

 

 

Amount

 

 

% of

Net Sales

 

 

 

(Dollars in Thousands)

 

Selling, general & administrative expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Heritage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mid-America Group

 

$

12,945

 

 

 

 

 

 

$

12,934

 

 

 

 

 

Southeast Group

 

 

4,289

 

 

 

 

 

 

 

4,209

 

 

 

 

 

West Group

 

 

10,958

 

 

 

 

 

 

 

10,933

 

 

 

 

 

Total Heritage Aggregates Business

 

 

28,192

 

 

 

7.9

 

 

 

28,076

 

 

 

8.7

 

Magnesia Specialties

 

 

2,366

 

 

 

4.0

 

 

 

2,447

 

 

 

4.3

 

Corporate

 

 

6,114

 

 

 

 

 

 

3,724

 

 

 

 

Total Heritage Consolidated

 

 

36,672

 

 

 

8.8

 

 

 

34,247

 

 

 

9.0

 

Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aggregates Business – West Group

 

 

4,751

 

 

 

4.0

 

 

 

 

 

 

 

Cement

 

 

6,675

 

 

 

6.9

 

 

 

 

 

 

 

Corporate

 

 

1,352

 

 

 

 

 

 

 

 

 

 

Total Acquisitions

 

 

12,778

 

 

 

5.9

 

 

 

 

 

 

 

Total

 

$

49,450

 

 

 

7.8

 

 

$

34,247

 

 

 

9.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (Loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Heritage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mid-America Group

 

$

(4,020

)

 

 

 

 

 

$

(11,766

)

 

 

 

 

Southeast Group

 

 

(1,548

)

 

 

 

 

 

 

(6,111

)

 

 

 

 

West Group

 

 

15,157

 

 

 

 

 

 

 

2,081

 

 

 

 

 

Total Heritage Aggregates Business

 

 

9,589

 

 

 

2.7

 

 

 

(15,796

)

 

 

(4.9

)

Magnesia Specialties

 

 

17,789

 

 

 

30.3

 

 

 

16,285

 

 

 

28.4

 

Corporate

 

 

(10,938

)

 

 

 

 

 

(16,387

)

 

 

 

Total Heritage Consolidated

 

 

16,440

 

 

 

3.9

 

 

 

(15,898

)

 

 

(4.2

)

Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aggregates Business – Mid-America Group

 

 

(183

)

 

 

(210.3

)

 

 

 

 

 

 

Aggregates Business – West Group

 

 

(658

)

 

 

(0.6

)

 

 

 

 

 

 

Cement

 

 

12,229

 

 

 

12.7

 

 

 

 

 

 

 

Corporate

 

 

(2,257

)

 

 

 

 

 

 

 

 

 

Total Acquisitions

 

 

9,131

 

 

 

4.2

 

 

 

 

 

 

 

Total

 

$

25,571

 

 

 

4.0

 

 

$

(15,898

)

 

 

(4.2

)

 

Page 28 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

Aggregates Business

Net sales by product line for the Aggregates business, which reflect the elimination of inter-product line sales, are as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(Dollars in Thousands)

 

Net sales:

 

 

 

 

 

 

 

 

Heritage:

 

 

 

 

 

 

 

 

Aggregates

 

$

300,316

 

 

$

263,885

 

Asphalt

 

 

9,645

 

 

 

10,498

 

Ready Mixed Concrete

 

 

41,140

 

 

 

38,009

 

Road Paving

 

 

7,125

 

 

 

9,938

 

Total Heritage

 

 

358,226

 

 

 

322,330

 

Acquisitions

 

 

118,331

 

 

 

 

Total Aggregates Business

 

$

476,557

 

 

$

322,330

 

 

The following tables present volume and pricing data and shipments data for the aggregates product line.

 

 

 

Three Months Ended

 

 

 

March 31, 2015

 

 

 

Volume

 

 

Pricing

 

Volume/Pricing Variance (1)

 

 

 

 

 

 

 

 

Heritage Aggregates Product Line (2):

 

 

 

 

 

 

 

 

Mid-America Group

 

 

18.1

%

 

 

3.2

%

Southeast Group

 

 

2.2

%

 

 

6.0

%

West Group

 

 

(6.1

)%

 

 

17.6

%

Heritage Aggregates Operations(2)

 

 

3.7

%

 

 

10.5

%

Aggregates Product Line (3)

 

 

17.1

%

 

 

11.4

%

Page 29 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(tons in thousands)

 

Shipments

 

 

 

 

 

 

 

 

Heritage Aggregates Product Line (2):

 

 

 

 

 

 

 

 

Mid-America Group

 

 

10,101

 

 

 

8,550

 

Southeast Group

 

 

4,090

 

 

 

4,001

 

West Group

 

 

11,332

 

 

 

12,068

 

Heritage Aggregates Operations(2)

 

 

25,523

 

 

 

24,619

 

Acquisitions

 

 

3,313

 

 

 

 

Aggregates Product Line (3)

 

 

28,836

 

 

 

24,619

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(tons in thousands)

 

Shipments

 

 

 

 

 

 

 

 

Heritage Aggregates Product Line (2):

 

 

 

 

 

 

 

 

Tons to external customers

 

 

24,632

 

 

 

23,719

 

Internal tons used in other product lines

 

 

891

 

 

 

900

 

Total heritage aggregates tons

 

 

25,523

 

 

 

24,619

 

Acquisitions:

 

 

 

 

 

 

 

 

Tons to external customers

 

 

2,500

 

 

 

 

Internal tons used in other product lines

 

 

813

 

 

 

 

Total acquisition aggregates tons

 

 

3,313

 

 

 

 

 

(1)

Volume/pricing variances reflect the percentage increase/(decrease) from the comparable period in the prior year.

(2)

Heritage Aggregates Product Line and Heritage Aggregates Operations exclude volume and pricing data for acquisitions that have not been included in operations for a full fiscal year.

(3)

Aggregates Product Line includes all acquisitions from the date of acquisition and divestitures through the date of disposal.

Aggregates product line shipment growth was achieved despite severe late winter weather in many markets and significant rainfall in Texas.  The Corporation estimates 1.4 million tons of aggregates product line shipments were deferred to the balance of the year.

The average per-ton selling price for the heritage aggregates product line was $11.96 and $10.82 for the three months ended March 31, 2015 and 2014, respectively, and the average per-ton selling price for the acquired aggregates product line was $12.88 for the three months ended March 31, 2015. The acquired aggregates product line selling price reflects

Page 30 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

the impact of higher priced sand and gravel, as well as freight for tons sold through rail yards, which combined account for over 70% of shipments.

Heritage aggregates product line shipments reflect growth in all end-use markets.  Shipments to the infrastructure market comprised 40% of quarterly volumes and increased 8%.  Growth was driven by large projects in the Mid-America Group, notably in North Carolina and Iowa, and the Southeast Group.  Shipments in the West Group were hampered by rainfall.  However, Texas ranks second in the nation in job growth, a stimulus for construction activity.  The state Department of Transportation has a nearly $9 billion fiscal year 2015 letting budget, which includes multi-year projects and adds to an existing backlog.  The federal highway bill, Moving Ahead for Progress in the 21st Century, or MAP-21, will expire on May 31, 2015.  However, management anticipates the U.S. Congress will pass another continuing resolution through the fall, while working towards passage of a multi-year bill.

The nonresidential market represented 34% of quarterly heritage aggregates product line shipments and increased slightly.  Diversified state economies have generated other nonresidential and infrastructure projects to replace energy-related shipments currently displaced by declining oil prices.  Further, the Corporation expects energy-related activity to remain strong, supported by more than $100 billion of planned projects along the Gulf Coast, including a significant portion in Texas.  Nonresidential activity varies significantly by state, with growth strongest in Texas and California.  For the trailing-12 months ended March 2015, Texas reported $39 billion in nonresidential starts.  The Dodge Momentum Index for March was 122.3.  For the first three months of 2015, the index was 12% higher than the comparable period in 2014, signaling continued growth in nonresidential activity.  

The residential end-use market accounted for 15% of quarterly heritage aggregates product line shipments, and volumes to this market increased 4%.  The overall rate of residential growth has slowed compared with the last few years, in part due to a temporary reduction in available building lot inventory in the Corporation’s markets.  However, subdivision development, which consumes a majority of stone used in residential construction activity, has increased in a number of states.  Notably, Colorado, Georgia, Florida and South Carolina, recently reported double-digit growth in housing starts for the trailing-12 months through March 2015.  The ChemRock/Rail market accounted for the remaining 11% of heritage aggregates product line volumes and increased slightly, led by higher ballast shipments.  This growth reflects the increasing investment in capacity expansion and maintenance by major railroads.

Overall, heritage aggregates product line shipments increased 7.0%, excluding shipments from the third-quarter 2014 divestiture of three operations from the prior-year quarter.  The divestiture included an Oklahoma quarry and two Dallas, Texas rail yards and was required by the Department of Justice in the TXI acquisition.  Shipments from these divestiture continue to be reported in heritage volumes in the prior-year quarter. Aggregates product line shipments in the Mid-America Group increased 18.1%, and the Southeast Group achieved an increase of 2.2%.  The West Group shipments were up slightly, excluding shipments from the divested operations from the prior-year quarter.  The reported variance for the West Group is a 6.1% decline.

Heritage aggregates product line pricing represents growth in all reportable groups, led by the 17.6% increase in the West Group. The most significant improvement was achieved in the South Texas area.  The Southeast Group and Mid-America Group reported increases of 6.0% and 3.2%, respectively.

Page 31 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

The legacy TXI aggregates product line operations continue to benefit from integration, which has resulted in expanded margins.  Inclusive of two small acquisitions completed during first quarter, these operations had net sales of $31.9 million and a gross margin (excluding freight and delivery revenues) of 21.7%.

The Corporation’s aggregates-related downstream product lines include asphalt, ready mixed concrete and road paving businesses in Arkansas, Colorado, Texas and Wyoming. Average selling prices by product line for the Corporation’s aggregates-related downstream product lines are as follows:

 

 

Three Months Ended

 

 

March 31,

 

 

2015

 

2014

Heritage:

 

 

 

 

Asphalt

 

$43.65/ton

 

$42.26/ton

Ready Mixed Concrete

 

$98.88/yd3

 

$89.27/yd3

Acquisitions:

 

 

 

 

Ready Mixed Concrete (4)

 

$88.75/yd3

 

 

Unit shipments by product line for the Corporation’s aggregates-related downstream product lines are as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

Asphalt Product Line (in thousands):

 

 

 

 

 

 

 

 

Tons to external customers

 

 

213

 

 

 

248

 

Internal tons used in road paving business

 

 

57

 

 

 

78

 

Total asphalt tons

 

 

270

 

 

 

326

 

Ready Mixed Concrete (in thousands of cubic yards):

 

 

 

 

 

 

 

 

Heritage

 

 

399

 

 

 

407

 

Acquisitions(4)

 

 

964

 

 

 

 

Total cubic yards

 

 

1,363

 

 

 

407

 

 

(4) 

Ready mixed operations acquired by Martin Marietta on July 1, 2014. For comparative purposes, for the three months ended February 28, 2014, TXI shipped 1,085,000 cubic yards of ready mixed concrete. Assuming consistent classification of products included in ready mixed concrete sales, average selling price for the quarter ended March 31, 2015 was 3.2% higher compared with the three months ended February 28, 2014.

Management estimates rain in Texas reduced ready mixed concrete shipments by 200,000 cubic yards.  The heritage ready mixed concrete and asphalt product lines reported pricing improvements of 10.8% and 3.3%, respectively. Winter production reflects increased costs for additives, which is passed along to customers.  

Page 32 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

As illustrated in the first quarter of 2015, the Aggregates business is significantly affected by erratic weather patterns, seasonal changes and other weather-related conditions. Production and shipment levels for aggregates, asphalt, ready mixed concrete and road paving materials correlate with general construction activity levels, most of which occurs 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 Corporation. Because of the potentially significant impact of weather on the Corporation’s operations, current period and year to date results are not indicative of expected performance for other interim periods or the full year.

Cement Business

The Cement business is operating in and benefitting from a sold-out market in Texas. However, first-quarter results were negatively affected by rain in Texas.  For the quarter, the business generated $96.6 million of net sales and $19.0 million of gross margin.  Plant utilization varies between 75% and 85% for plants in Texas and 70% and 75% in California.  The business incurred $5.4 million in planned cement kiln shutdown costs during the first quarter.  The Corporation expects $2 million, $11 million and $10 million of shutdown costs in the second, third and fourth quarters, respectively.  

Cement shipments for the three months ended March 31, 2015 were (tons in thousands):

 

Tons to external customers

 

 

1,025

 

Internal tons used in other product lines

 

 

192

 

Total cement tons

 

 

1,217

 

 

For comparative purposes, for the quarter ended March 31, 2015, cement tons shipped or used in other product lines increased 6.7% compared with the three months ended February 28, 2014, a period prior to the Corporation’s ownership of these operations.

Average selling price per-ton for the cement operations for the three months ended March 31, 2015 was $93.41.

Magnesia Specialties Business

Magnesia Specialties continued to deliver strong performance and generated first-quarter record net sales of $58.8 million, an increase of 2.5%. Growth was primarily attributable to the chemicals product line and steel utilization of 77%. The business’ gross margin (excluding freight and delivery revenues) of 34.3% improved 160 basis points over the prior-year quarter. First-quarter earnings from operations were $17.8 million compared with $16.3 million in the prior-year quarter.

Consolidated Operating Results

For the quarter ended March 31, 2015, the aggregates product line production total cost per ton shipped remained relatively flat over the prior-year quarter.  This represents an increase in production costs as volume ramped up, partially offset by lower energy costs.  For the first quarter, the Corporation paid $2.04 per gallon of diesel compared

Page 33 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

with $3.18 in the prior-year quarter.  The heritage aggregates product line leveraged increased shipments and a higher average selling price to expand its gross margin (excluding freight and delivery revenues) by 770 basis points. Notably, the heritage Aggregates business achieved an incremental gross margin of 76% for the quarter ended March 31, 2015.  On an overall basis, the Corporation’s consolidated gross margin (excluding freight and delivery revenues) was 11.8% for 2015 compared to 6.8% for 2014. The following presents a rollforward of consolidated gross profit (dollars in thousands):

 

Consolidated gross profit, quarter ended March 31, 2014

 

$

25,835

 

Aggregates product line:

 

 

 

 

Heritage volume strength

 

 

9,783

 

Heritage pricing strength

 

 

28,872

 

Cost increases, net

 

 

(14,223

)

Increase in aggregates product line gross profit

 

 

24,432

 

Aggregates-related downstream product lines

 

 

2,873

 

Acquired aggregates business operations

 

 

3,835

 

Cement

 

 

18,985

 

Magnesia Specialties

 

 

1,423

 

Corporate

 

 

(3,122

)

Increase in consolidated gross profit

 

 

48,426

 

Consolidated gross profit, quarter ended March 31, 2015

 

$

74,261

 

 

Page 34 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

Gross profit (loss) by business is as follows:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(Dollars in Thousands)

 

Gross profit (loss):

 

 

 

 

 

 

 

 

Heritage:

 

 

 

 

 

 

 

 

Aggregates

 

$

34,483

 

 

$

10,051

 

Asphalt

 

 

(1,463

)

 

 

(1,426

)

Ready Mixed Concrete

 

 

5,183

 

 

 

2,944

 

Road Paving

 

 

(3,311

)

 

 

(3,982

)

Total Aggregates Business

 

 

34,892

 

 

 

7,587

 

Magnesia Specialties

 

 

20,178

 

 

 

18,755

 

Corporate

 

 

(2,795

)

 

 

(507

)

Total Heritage

 

 

52,275

 

 

 

25,835

 

Acquisitions:

 

 

 

 

 

 

 

 

Aggregates

 

 

6,934

 

 

 

 

Ready Mixed Concrete

 

 

(3,099

)

 

 

 

Cement

 

 

18,985

 

 

 

 

Corporate

 

 

(834

)

 

 

 

Total Acquisitions

 

 

21,986

 

 

 

 

Total

 

$

74,261

 

 

$

25,835

 

 

The consolidated heritage gross margin (excluding freight and delivery revenues) for the quarter was 12.5%, a 570-basis-point improvement compared with the prior-year quarter.

Consolidated SG&A was 7.8% of net sales compared with 9.0% in the prior-year quarter. The reduction of 120 basis points reflects the growth of net sales outpacing the increase in SG&A, partially offset by higher pension expense.  The Corporation incurred acquisition-related expenses of $1.6 million, which is the expected run rate for the next few quarters.  Earnings from operations for the quarter were $25.6 million compared with a loss from operations of $15.9 million.

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; rental, royalty and services income; accretion expense, depreciation expense and gains and losses related to asset retirement obligations. For the first quarter, consolidated other operating income and expenses, net, was income of $2.4 million in 2015 and $2.0 million in 2014.

Other nonoperating income and expenses, net, includes foreign currency translation gains and losses, interest and other miscellaneous income and equity adjustments for nonconsolidated affiliates.  The $2.6 million decrease in other nonoperating expenses, net, reflects a lower foreign currency translation loss compared with 2014.

Page 35 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities for the three months ended March 31, 2015 was $35.1 million compared with $6.6 million for the same period in 2014. The increase was primarily attributable to higher earnings before depreciation, depletion and amortization expense, partially offset by increased cash payments in 2015 for 2014 taxes. 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:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

(Dollars in Thousands)

 

Depreciation

 

$

59,796

 

 

$

40,107

 

Depletion

 

 

3,078

 

 

 

1,068

 

Amortization

 

 

4,394

 

 

 

1,291

 

 

 

$

67,268

 

 

$

42,466

 

 

The increase in depreciation, depletion and amortization expense is attributable to the acquired property, plant and equipment and other intangible assets from business combinations. Depreciation, depletion and amortization expense for the acquired business was $25.5 million for the three months ended March 31, 2015.

The seasonal nature of the construction aggregates business impacts quarterly operating cash flow when compared with the full year. Full-year 2014 net cash provided by operating activities was $381.7 million compared with $6.6 million for the first three months of 2014. For the year, the Corporation expects to fully utilize allowable net operating loss carryforwards of $363 million acquired with TXI.  

During the first three months ended March 31, 2015, the Corporation invested $56.1 million of capital into its business. Full-year capital spending is expected to be approximately $320 million. Comparable full-year capital expenditures were $232.2 million in 2014, including $80 million for the Medina Rock and Rail (“Medina”) capital project. With a budgeted cost of nearly $160 million, the Medina project is the largest capital expansion project in the Corporation’s history. The project, located outside of San Antonio, consists of building a rail-connected limestone aggregates processing facility with the capability of producing in excess of 10 million tons per year.

The Corporation 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 Corporation did not repurchase any shares of common stock during the three months ended March 31, 2015. At March 31, 2015, 20,000,000 shares of common stock were remaining under the Corporation’s repurchase authorization.

The Credit Agreement (which consists of a $250 million Term Loan Facility and a $350 million Revolving Facility) requires the Corporation’s ratio of consolidated debt to consolidated earnings before interest, taxes, depreciation, depletion and amortization (“EBITDA”), as defined, for the trailing twelve month period (the “Ratio”) to not exceed 3.50x as of the end

Page 36 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

of any fiscal quarter, provided that the Corporation may exclude from the Ratio debt incurred in connection with certain acquisitions for a period of 180 days so long as the Corporation, as a consequence of such specified acquisition, does not have its ratings on long-term unsecured debt fall below BBB by Standard & Poor’s or Baa2 by Moody’s and the Ratio calculated without such exclusion does not exceed 3.75x. Additionally, if there are no amounts outstanding under the Revolving Facility, consolidated debt, including debt for which the Corporation is a co-borrower, will be reduced for purposes of the covenant calculation by the Corporation’s unrestricted cash and cash equivalents in excess of $50 million, such reduction not to exceed $200 million.

The Ratio is calculated as debt, including debt for which the Corporation is a co-borrower, divided by consolidated EBITDA, as defined by the Credit Agreement, 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 noncash items, if they occur, can affect the calculation of consolidated EBITDA.

In 2014, the Corporation amended the Credit Agreement to ensure the impact of the business combination with TXI does not impair liquidity available under the Term Loan Facility and the Revolving Facility. The amendment adjusts consolidated EBITDA to add back fees, costs or expenses relating to the TXI business combination incurred on or prior to the closing of the combination not to exceed $95,000,000; any integration or similar costs or expenses related to the TXI business combination incurred in any period prior to the second anniversary of the closing of the TXI business combination not to exceed $70,000,000; and any make-whole fees incurred in connection with the redemption of TXI’s 9.25% senior notes due 2020.

Page 37 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

At March 31, 2015, the Corporation’s ratio of consolidated debt to consolidated EBITDA, as defined, for the trailing twelve months EBITDA was 2.43 times and was calculated as follows:

 

 

 

April 1, 2014 to

 

 

 

March 31, 2015

 

 

 

(Dollars in thousands)

 

Earnings from continuing operations attributable to Martin Marietta

 

$

183,367

 

Add back:

 

 

 

 

Interest expense

 

 

73,187

 

Income tax expense

 

 

102,370

 

Depreciation, depletion and amortization expense

 

 

244,171

 

Stock-based compensation expense

 

 

10,491

 

Acquisition-related expenses, net, related to the TXI acquisition

 

 

34,415

 

Deduct:

 

 

 

 

Interest income

 

 

(462

)

Add:

 

 

 

 

TXI EBITDA, pre-acquisition (April 1, 2014 -June 30, 2014)

 

 

12,896

 

Consolidated EBITDA, as defined

 

$

660,435

 

Consolidated debt, including debt for which the Corporation is a co-borrower,

   at March 31, 2015

 

$

1,606,727

 

Consolidated debt to consolidated EBITDA, as defined, at March 31, 2015 for the

   trailing twelve months EBITDA

 

2.43x

 

 

The Trade Receivable Facility contains a cross-default provision to the Corporation’s other debt agreements. In the event of a default on the Ratio, the lenders can terminate the Credit Agreement and Trade Receivable Facility and declare any outstanding balances as immediately due.

Cash on hand, along with the Corporation’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, meet capital expenditures and discretionary investment needs, fund certain acquisition opportunities that may arise and allow for payment of dividends for the foreseeable future. At March 31, 2015, the Corporation had $600 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 November 29, 2018 and the Trade Receivable Facility expires on September 30, 2016.

The Corporation may be required to obtain financing to fund certain strategic acquisitions, if any such opportunities arise, or to refinance outstanding debt. Any strategic acquisition of size for cash would likely require an appropriate balance of newly-issued equity with debt in order to maintain a composite investment-grade credit rating. Furthermore, the Corporation is exposed to the credit markets, through the interest cost related to its variable-rate debt, which included borrowings under its Term Loan Facility at March 31, 2015. The Corporation is currently rated by three credit

Page 38 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

rating agencies; two of those agencies’ credit ratings are investment-grade level and the third agency’s credit rating is one level below investment grade. The Corporation’s composite credit rating remains at investment-grade level, which facilitates obtaining financing at lower rates than noninvestment-grade ratings.

TRENDS AND RISKS

The Corporation outlined the risks associated with its business in its Annual Report on Form 10-K for the year ended December 31, 2014. Management continues to evaluate its exposure to all operating risks on an ongoing basis.

OUTLOOK

The Corporation is encouraged by positive trends in its business and markets, notably:

·

Nonresidential construction is expected to grow in both the heavy industrial and commercial sectors. The Dodge Momentum Index remains high and signals continued growth.

·

Energy-related economic activity, including follow-on public and private construction activities in the Corporation’s primary markets, is anticipated to remain strong.  Residential construction is expected to continue to grow, driven by historically low levels of construction activity over the previous several years, employment gains, low mortgage rates, significant lot absorption, higher multi-family rental rates and rising housing prices.

·

For the public sector, authorized highway funding from MAP-21 should remain stable compared with 2014. Additionally, state initiatives to finance infrastructure projects, including support from TIFIA, are expected to grow and continue to play an expanded role in public-sector activity.

Based on these trends and expectations, the Corporation anticipates the following for 2015:

·

Aggregates end-use markets compared to 2014 levels are as follows:

o

Infrastructure market to increase mid-single digits.

o

Nonresidential market to increase in the high-single digits.

o

Residential market to experience a double-digit increase.

o

ChemRock/Rail market to remain relatively flat.

·

Aggregates product line shipments to increase by 10% to 12% compared with 2014 levels.

o

Heritage aggregates shipments to increase 4% to 7%.

o

Shipments from acquired TXI operations to more than double, reflecting a full year of ownership.

·

Aggregates product line pricing to increase by 7% to 9% compared with 2014.

·

Aggregates product line production cost per ton shipped to decline slightly.

·

Aggregates-related downstream product lines to generate between $875 million and $925 million of net sales and $65 million to $70 million of gross profit.

·

Net sales for the Cement segment to be between $475 million and $500 million, generating $120 million to $130 million of gross profit.

Page 39 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

·

Net sales for the Magnesia Specialties segment to be between $240 million and $250 million, generating $85 million to $90 million of gross profit.

·

SG&A expenses as a percentage of net sales to be less than 6.0%, despite an $18 million increase in heritage pension costs that resulted from lower discount rate.

·

Interest expense to approximate $75 million to $80 million.

·

Estimated effective income tax rate to approximate 31%, excluding discrete events.

·

Consolidated EBITDA to range from $835 million to $875 million.

·

Cash taxes paid to approximate $52 million.

·

Capital expenditures to approximate $320 million, including $35 million of synergy-related capital and $80 million for the continued development of the new Medina limestone quarry outside of San Antonio.  The Medina quarry is rail connected and will be able to ship aggregates products to South Texas, including Houston.

The 2015 outlook includes management’s assessment of the likelihood of certain risks and uncertainties that will affect performance.  The most significant risks to the Corporation’s performance will be Congress’ actions and timing surrounding federal highway funding and uncertainty over the funding mechanism for the Highway Trust Fund.  Management currently expects Congress to extend federal highway funding through continuing resolution through the fall of 2015.  Further, a decline in consumer confidence may negatively impact investment in construction projects.  While both MAP-21 and TIFIA credit assistance are excluded from the U.S. debt ceiling limit, this issue may have a significant impact on the economy and, consequently, construction activity.  Other risks and uncertainties related to the Corporation’s future performance include, but are not limited to: both price and volume, and a recurrence of widespread decline in aggregates volume negatively affecting aggregates price; the termination, capping and/or reduction of the federal and/or state gasoline tax(es) or other revenue related to infrastructure construction; a significant change in the funding patterns for traditional federal, state and/or local infrastructure projects; a reduction in defense spending, and the subsequent impact on construction activity on or near military bases; a decline in nonresidential construction; a decline in energy-related drilling activity resulting from a sustained period of low global oil prices or changes in oil production patterns in response to this decline and certain regulatory or other economic factors; a slowdown in the residential construction recovery, or some combination thereof; a reduction in economic activity in the Corporation’s Midwest states resulting from reduced funding levels provided by the Agricultural Act of 2014 and a reduction in capital investment by the railroads; an increase in the cost of compliance with governmental laws and regulations; unexpected equipment failures, unscheduled maintenance, industrial accident or other prolonged and/or significant disruption to our cement production facilities; and the possibility that certain expected synergies and operating efficiencies in connection with the TXI acquisition are not realized within the expected time-frames or at all.  Further, increased highway construction funding pressures resulting from either federal or state issues can affect profitability.  If these negatively affect transportation budgets more than in the past, construction spending could be reduced.  Cement is subject to cyclical supply and demand and price fluctuations.  The Magnesia Specialties business runs at near capacity; therefore any unplanned changes in costs or realignment of customers introduce volatility to the earnings of this segment.

The Corporation’s principal business serves customers in aggregates-related construction markets.  This concentration could increase the risk of potential losses on customer receivables; however, payment bonds normally posted on public

Page 40 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

projects, together with lien rights on private projects, help to mitigate the risk of uncollectible receivables.  The level of aggregates demand in the Corporation’s end-use markets, production levels and the management of production costs will affect the operating leverage of the Aggregates business and, therefore, profitability.  Production costs in the Aggregates business are also sensitive to energy and raw material prices, both directly and indirectly.  Diesel fuel and other consumables change production costs directly through consumption or indirectly by increased energy-related input costs, such as steel, explosives, tires and conveyor belts.  Fluctuating diesel fuel pricing also affects transportation costs, primarily through fuel surcharges in the Corporation’s long-haul distribution network.  The Cement business is also energy intensive and fluctuations in the price of coal affects costs.  The Magnesia Specialties business is sensitive to changes in domestic steel capacity utilization and the absolute price and fluctuations in the cost of natural gas.

Transportation in the Corporation’s long-haul network, particularly the supply of railcars and locomotive power and condition of rail infrastructure to move trains, affects the Corporation’s ability to efficiently transport aggregate into certain markets, most notably Texas, Florida and the Gulf Coast.  In addition, availability of railcars and locomotives affects the Corporation’s ability to move dolomitic lime, a key raw material for magnesia chemicals, to both the Corporation’s plant in Manistee, Michigan, and customers.  The availability of trucks, drivers and railcars to transport the Corporation’s products, particularly in markets experiencing high growth and increased demand, is also a risk and pressures the associated costs.  

All of the Corporation’s businesses are also subject to weather-related risks that can significantly affect production schedules and profitability.  The first and fourth quarters are most adversely affected by winter weather.  Hurricane activity in the Atlantic Ocean and Gulf Coast generally is most active during the third and fourth quarters.

Risks to the outlook also include shipment declines as a result of economic events beyond the Corporation’s control.  In addition to the impact on nonresidential and residential construction, the Corporation is exposed to risk in its estimated outlook from credit markets and the availability of and interest cost related to its debt.

The Corporation’s future performance is also exposed to risks from tax reform at the federal and state levels.

 

OTHER MATTERS

If you are interested in Martin Marietta stock, management recommends that, at a minimum, you read the Corporation’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 Corporation’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 Corporation’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 Corporation’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 Corporation believes in good faith are reasonable but which may be materially different from actual results. Forward-looking statements give the investor management’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

Page 41 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

connection with future events or future operating or financial performance. Any or all of our forward-looking statements here and in other publications may turn out to be wrong.

Factors that the Corporation currently believes could cause actual results to differ materially from the forward-looking statements in this Annual Report include, but are not limited to, Congress’ actions and timing surrounding federal highway funding and uncertainty over the funding mechanism for the Highway Trust Fund; the performance of the United States economy and the resolution and impact of the debt ceiling and sequestration issues; widespread decline in aggregates pricing; the history of both cement and ready mixed concrete, to be subject to significant changes in supply, demand and price; the termination, capping and/or reduction 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 Corporation serves; a reduction in defense spending, and the subsequent impact on construction activity on or near military bases; a decline in the commercial component of the nonresidential construction market, notably office and retail space; a slowdown in energy-related drilling activity, particularly in Texas; a slowdown in residential 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 Corporation; 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 Cement and Magnesia Specialties businesses, 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 significant disruption to cement production facilities; increasing governmental regulation, including environmental laws; transportation availability, notably the availability of railcars and locomotive power to move trains to supply the Corporation’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 drivers for transport of the Corporation’s materials, particularly in areas with significant energy-related activity, such as Texas and Colorado; availability and cost of construction equipment in the United States; weakening in the steel industry markets served by the Corporation’s dolomitic lime products; proper functioning of information technology and automated 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 maintain compliance with the Corporation’s leverage ratio debt covenant; changes in tax laws, the interpretation of such laws and/or administrative practices that would increase the Corporation’s tax rate;  violation of the Corporation’s debt covenant if price and/or volumes return to previous levels of instability; downward pressure on the Corporation’s common stock price and its impact on goodwill impairment evaluations; reduction of the Corporation’s credit rating to non-investment grade resulting from strategic acquisitions; and other risk factors listed from time to time found in the Corporation’s filings with the SEC.  Other factors besides those listed here may also adversely affect the Corporation, and may be material to the Corporation.  The Corporation assumes no obligation to update any such forward-looking statements.

Page 42 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

First Quarter Ended March 31, 2015

(Continued)

 

INVESTOR ACCESS TO COMPANY FILINGS

Shareholders may obtain, without charge, a copy of Martin Marietta’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2014, by writing to:

Martin Marietta

Attn: Corporate Secretary

2710 Wycliff Road

Raleigh, North Carolina 27607-3033

Additionally, Martin Marietta’s Annual Report, press releases and filings with the Securities and Exchange Commission, including Forms 10-K, 10-Q, 8-K and 11-K, can generally be accessed via the Corporation’s website. Filings with the Securities and Exchange Commission accessed via the website are available through a link with the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system. Accordingly, access to such filings is available upon EDGAR placing the related document in its database. Investor relations contact information is as follows:

Telephone: (919) 783-4540

Website address: www.martinmarietta.com

Information included on the Corporation’s website is not incorporated into, or otherwise create a part of, this report.

 

 

Page 43 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Corporation’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 Corporation’s business. Demand for aggregates products, particularly in the infrastructure construction market, has already been negatively affected by federal and state budget and deficit issues and the uncertainty over future highway funding levels beyond the expiration of MAP-21. Further, delays or cancellations to 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 zero percent during the three months ended March 31, 2015, unchanged since 2008. The residential construction market accounted for 14% of the Corporation’s aggregates product line shipments in 2014.

Aside from these inherent risks from within its operations, the Corporation’s earnings are also affected by changes in short-term interest rates. However, rising interest rates are not necessarily predictive of weaker operating results. In fact, since 2007, the Corporation’s profitability increased when interest rates rose, based on the last twelve months quarterly historical net income regression versus a 10-year U.S. government bond. In essence, the Corporation’s underlying business generally serves as a natural hedge to rising interest rates.

Variable-Rate Borrowing Facilities. At March 31, 2015, the Corporation had a $600 million Credit Agreement, comprised of a $350 million Revolving Facility and $250 million Term Loan Facility, and a $250 million Trade Receivable Facility. Borrowings under these facilities bear interest at a variable interest rate. A hypothetical 100-basis-point increase in interest rates on borrowings of $233.2 million, which was the collective outstanding balance at March 31, 2015, would increase interest expense by $2.3 million on an annual basis.

Pension Expense. The Corporation’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 Corporation has interest rate risk associated with these factors. The impact of hypothetical changes in these assumptions on the Corporation’s annual pension expense is discussed in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2014.

Energy Costs. Energy costs, including diesel fuel, natural gas, coal and liquid asphalt, represent significant production costs of the Corporation. The Corporation does not hedge its diesel fuel price risk. The Magnesia Specialties business has fixed price agreements covering half of its 2015 coal requirements and the cement business has fixed pricing agreements on 100% of its 2015 coal requirements. A hypothetical 10% change in the Corporation’s energy prices in 2015 as compared with 2014, assuming constant volumes, would change 2015 energy expense by $27.9 million. However, the impact would be partially offset by the change in the amount capitalized into inventory standards.

 

Page 44 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

(Continued)

 

Commodity risk. Cement is a commodity and competition is based principally on price, which is highly sensitive to changes in supply and demand. Prices are often subject to material changes in response to relatively minor fluctuations in supply and demand, general economic conditions and other market conditions beyond the Corporation’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 Corporation’s business, financial condition and results of operations.  Based on annualizing net sales of the Cement business for the second half of 2014, the period the Corporation owned the cement operations, a hypothetical 10% change in sales price would impact net sales by $41.9 million.

 

Item 4. Controls and Procedures

Due to the acquisition with TXI, the Corporation modified internal controls around the consolidations process. As of March 31, 2015, an evaluation was performed under the supervision and with the participation of the Corporation’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and the operation of the Corporation’s disclosure controls and procedures. Based on that evaluation, the Corporation’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Corporation’s disclosure controls and procedures were effective as of March 31, 2015. As permitted by the Securities and Exchange Commission, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of its newly-acquired TXI ready mixed concrete and cement operations, which are included in the consolidated financial statements for the period ending March 31, 2015. The excluded assets constituted 17% of consolidated total assets as of March 31, 2015.

 

 

 

Page 45 of 49

 


 

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

PART II- OTHER INFORMATION

 

 

Item 1. Legal Proceedings.

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, 2014.

 

 

Item 1A. Risk Factors.

Reference is made to Part I. Item 1A. Risk Factors and Forward-Looking Statements of the Martin Marietta Annual Report on Form 10-K for the year ended December 31, 2014.

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period

  

Total Number of

Shares Purchased

  

Average Price
Paid per Share

 

  

Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs

 

  

Maximum Number of
Shares that May Yet
be Purchased Under
the Plans or Programs

 

 

 

 

 

 

January 1, 2015 –              March 31, 2015

  

  

               $

  

  

 

  

  

 

20,000,000

  

The Corporation’s initial stock repurchase program, which authorized the repurchase of 2.5 million shares of common stock, was announced in a press release dated May 6, 1994, and has subsequently been updated. The Corporation’s Board of Directors authorized a maximum of 20,000,000 shares to be repurchased under the program.  The program does not have an expiration date.

 

 

Item 4. Mine Safety Disclosures.

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this Quarterly Report on Form 10-Q.

 

 

 

Page 46 of 49

 


MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

PART II- OTHER INFORMATION

(Continued)

 

Item 6. Exhibits.

 

Exhibit No.

  

Document

 

 

31.01

  

Certification dated May 5, 2015 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

 

 

31.02

  

Certification dated May 5, 2015 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

 

 

32.01

  

Written Statement dated May 5, 2015 of Chief Executive Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

32.02

  

Written Statement dated May 5, 2015 of Chief Financial Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

95

  

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 47 of 49

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

MARTIN MARIETTA MATERIALS, INC.

 

 

 

            (Registrant)

 

 

 

 

Date: May 5, 2015

By:

 

/s/ Anne H. Lloyd

 

 

 

Anne H. Lloyd

 

 

 

Executive Vice President and

 

 

 

   Chief Financial Officer

 

 

 

Page 48 of 49

 


 

MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES

FORM 10-Q

For the Quarter Ended March 31, 2015

EXHIBIT INDEX

 

Exhibit No.

  

Document

 

 

31.01

  

Certification dated May 5, 2015 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

 

 

31.02

  

Certification dated May 5, 2015 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

 

 

32.01

  

Written Statement dated May 5, 2015 of Chief Executive Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

32.02

  

Written Statement dated May 5, 2015 of Chief Financial Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

95

  

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 49 of 49

 

 

 

EXHIBIT 31.01

 

 

CERTIFICATION PURSUANT TO SECURITIES AND EXCHANGE ACT OF 1934 RULE 13a-14 AS ADOPTED PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

 

 

I, C. Howard Nye, certify that:

 

1.

I have reviewed this Form 10-Q of Martin Marietta Materials, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the consolidated financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


 


 

 

 

 

5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

 

Date:  May 5, 2015

 

By:

 

/s/ C. Howard Nye

 

 

 

 

C. Howard Nye

 

 

 

 

Chairman, President and

 

 

 

 

   Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 31.02

 

 

CERTIFICATION PURSUANT TO SECURITIES AND EXCHANGE ACT OF 1934 RULE 13a-14 AS ADOPTED PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

 

I, Anne H. Lloyd, certify that:

 

1.

I have reviewed this Form 10-Q of Martin Marietta Materials, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the consolidated financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

 



 

 

 

 

5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

 

 

Date: May 5, 2015

 

By:

 

/s/ Anne H. Lloyd

 

 

 

 

Anne H. Lloyd

 

 

 

 

Executive Vice President and

 

 

 

 

   Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 32.01

 

 

Written Statement Pursuant to 18 U.S.C. 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

In connection with the Quarterly Report on Form 10-Q for the period ended March 31, 2015 (the “Report”) of Martin Marietta Materials, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, C. Howard Nye, the Chief Executive Officer of the Registrant, certify, to the best of my knowledge, that:

 

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

 

 

 

/s/ C. Howard Nye

C. Howard Nye

Chairman, President and

   Chief Executive Officer

 

 

Dated:  May 5, 2015

 

 

 

A signed original of this written statement required by Section 906 has been provided to Martin Marietta Materials, Inc. and will be retained by Martin Marietta Materials, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

 

 

 

EXHIBIT 32.02

 

 

Written Statement Pursuant to 18 U.S.C. 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

In connection with the Quarterly Report on Form 10-Q for the period ended March 31, 2015 (the “Report”) of Martin Marietta Materials, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Anne H. Lloyd, the Chief Financial Officer of the Registrant, certify, to the best of my knowledge, that:

 

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

 

 

 

/s/ Anne H. Lloyd

Anne H. Lloyd

Executive Vice President and

   Chief Financial Officer

 

Dated:  May 5, 2015

 

 

 

A signed original of this written statement required by Section 906 has been provided to Martin Marietta Materials, Inc. and will be retained by Martin Marietta Materials, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

EXHIBIT 95

 

 

MINE SAFETY DISCLOSURES

 

The operation of the Corporation’s domestic aggregates quarries and mines is subject to regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”).  MSHA inspects the Corporation’s quarries and mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act.  Whenever MSHA issues a citation or order, it also generally proposes a civil penalty, or fine, related to the alleged violation.  Citations or orders may be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed.

 

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Corporation is required to present information regarding certain mining safety and health citations which MSHA has issued with respect to its aggregates mining operations in its periodic reports filed with the Securities and Exchange Commission (SEC).  In evaluating this information, consideration should be given to factors such as: (i) the number of citations and orders will vary depending on the size of the quarry or mine and types of operations (underground or surface), (ii) the number of citations issued will vary from inspector to inspector and location to location, and (iii) citations and orders can be contested and appealed, and in that process, may be reduced in severity and amount, and are sometimes dismissed.  

 

The Corporation has provided the information below in response to the SEC’s rules and regulations issued under the provisions of the Dodd-Frank Act.  The disclosures reflect U.S. mining operations only, as the requirements of the Dodd-Frank Act and the SEC rules and regulations thereunder do not apply to the Corporation’s quarries and mines operated outside the United States.

 

The Corporation presents the following items regarding certain mining safety and health matters for the three months ended March 31, 2015:

 

Total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under section 104 of the Mine Act for which the Corporation has received a citation from MSHA (hereinafter, “Section 104 S&S Citations”).  If MSHA determines that a violation of a mandatory health or safety standard is likely to result in a reasonably serious injury or illness under the unique circumstance contributed to by the violation, MSHA will classify the violation as a “significant and substantial” violation (commonly referred to as a “S&S” violation).  MSHA inspectors will classify each citation or order written as a “S&S” violation or not.

  

 


 

Total number of orders issued under section 104(b) of the Mine Act (hereinafter, “Section 104(b) Orders”).  These orders are issued for situations in which MSHA determines a previous violation covered by a Section 104(a) citation has not been totally abated within the prescribed time period, so a further order is needed to require the mine operator to immediately withdraw all persons (except authorized persons) from the affected area of a quarry or mine.

 

Total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under Section 104(d) of the Mine Act (hereinafter, “Section 104(d) Citations and Orders”).  These violations are similar to those described above, but the standard is that the violation could significantly and substantially contribute to the cause and effect of a safety or health hazard, but the conditions do not cause imminent danger, and the MSHA inspector finds that the violation is caused by an unwarranted failure of the operator to comply with the health and safety standards.

 

Total number of flagrant violations under section 110(b)(2) of the Mine Act (hereinafter, “Section 110(b)(2) Violations”). These violations are penalty violations issued if MSHA determines that violations are “flagrant”, for which civil penalties may be assessed. A “flagrant” violation means a reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury.

 

Total number of imminent danger orders issued under section 107(a) of the Mine Act (hereinafter, “Section 107(a) Orders”).  These orders are issued for situations in which MSHA determines an imminent danger exists in the quarry or mine and results in orders of immediate withdrawal of all persons (except certain authorized persons) from the area of the quarry or mine affected by its condition until the imminent danger and the underlying conditions causing the imminent danger no longer exist.

 

Total dollar value of proposed assessments from MSHA under the Mine Act.  These are the amounts of proposed assessments issued by MSHA with each citation or order for the time period covered by the reports. Penalties are assessed by MSHA according to a formula that considers a number of factors, including the mine operator’s history, size, negligence, gravity of the violation, good faith in trying to correct the violation promptly, and the effect of the penalty on the operator’s ability to continue in business.

 

Total number of mining-related fatalities.  Mines subject to the Mine Act are required to report all fatalities occurring at their facilities unless the fatality is determined to be “non-chargeable” to the mining industry.  The final rules of the SEC require disclosure of mining-related fatalities at mines subject to the Mine Act.  Only fatalities determined by MSHA not to be mining-related may be excluded.

 


 

 

Receipt of written notice from MSHA of a pattern (or a potential to have such a pattern) of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of other mine health or safety hazards under Section 104(e) of the Mine Act.  If MSHA determines that a mine has a “pattern” of these types of violations, or the potential to have such a pattern, MSHA is required to notify the mine operator of the existence of such a thing.

 

Legal actions before the Federal Mine Safety and Health Review Commissions pending as of the last day of period.

 

Legal actions before the Federal Mine Safety and Health Review Commissions initiated during period.

 

Legal actions before the Federal Mine Safety and Health Review Commissions resolved during period.

 

 

The Federal Mine Safety and Health Review Commission (the “Commission”) is an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. The cases may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA, or complaints of discrimination by miners under Section 105 of the Mine Act.  Appendix 1 shows, for each of the Corporation’s quarries and mines identified, as of March 31, 2015, the number of legal actions pending before the Commission, along with the number of legal actions initiated before the Commission during the quarter as well as resolved during the quarter. In addition, Appendix 1 includes a footnote to the column for legal actions before the Commission pending as of the last day of the period, which footnote breaks down that total number of legal actions pending by categories according to the type of proceeding in accordance with various categories established by the Procedural Rules of the Commission.

 

Appendix 1 attached.

 

 

 


Appendix 1

 

Location

MSHA ID

Section 104 S&S Citations (#)

Section 104(b) Orders (#)

Section 104(d) Citations and Orders (#)

Section 110(b)(2) Violations (#)

Section 107(a) Orders (#)

 

Total Dollar Value of MSHA Assessment/$ Proposed

 

Total Number of Mining Related Fatalities (#)

Received Notice of Pattern of Violation Under Section 104(e) (yes/no)

Received Notice of Potential to have Pattern under Section 104(e) (yes/no)

Legal Actions Pending as of Last Day of Period (#)*

Legal Actions Instituted During Period (#)

Legal Actions Resolved During Period (#)

Alexander Quarry

BN5

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

American Stone Quarry

3100189

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Anderson Creek

4402963

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Arrowood Quarry

3100059

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Asheboro Quarry

3100066

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Bakers Quarry

3100071

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Belgrade Quarry

3100064

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Benson Quarry

3101979

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Berkeley Quarry

3800072

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Bessemer City Quarry

3101105

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Black Ankle Quarry

3102220

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Bonds Gravel Pit

3101963

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Boonsboro Quarry

1800024

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Burlington Quarry

3100042

0

0

0

0

 

0

 

$

0

 

0

no

no

1

0

0

Caldwell Quarry

3101869

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

2

Carmel Church Quarry

4405633

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Castle Hayne Quarry

3100063

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Cayce Quarry

3800016

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Central Rock Quarry

3100050

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Charlotte Quarry

3100057

1

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Chesterfield Quarry

3800682

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Clarks Quarry

3102009

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Cumberland Quarry

3102237

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Denver

3101971

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Doswell Quarry

4400045

1

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

East Alamance

3102021

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

 


Appendix 1

 

Fountain Quarry

3100065

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Franklin Quarry

3102130

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Fuquay Quarry

3102055

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Garner Quarry

3100072

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Georgetown ll Quarry

3800525

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Hickory Quarry

3100043

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Hicone Quarry

3102088

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Jamestown Quarry

3100051

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Kannapolis Quarry

3100070

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Kings Mountain Quarry

3100047

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Lemon Springs Quarry

3101104

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Loamy Sand and Gravel

3800721

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Maiden Quarry

3102125

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Mallard Creek Quarry

3102006

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Matthews Quarry

3102084

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Midlothian Quarry

4403767

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

North Columbia Quarry

3800146

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Onslow Quarry

3102120

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Pinesburg

1800021

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Pomona Quarry

3100052

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Raleigh Durham Quarry

3101941

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Red Hill Quarry

4400072

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Reidsville Quarry

3100068

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Rock Hill Quarry

3800026

2

0

0

0

 

0

 

$

0

 

0

no

no

3

0

0

Rocky River Quarry

3102033

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Salem Stone Company

3102038

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Siler City Quarry

3100044

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Statesville Quarry

3100055

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Thomasville Quarry

3101475

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Wilson Quarry

3102230

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Woodleaf Quarry

3100069

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

(45) North Indianapolis SURFACE

1200002

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Apple Grove

3301676

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

 


Appendix 1

 

Belmont Sand

1201911

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Blue Rock

3300016

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Burning Springs

4608862

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Carmel SandG

1202124

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Cedarville

3304072

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Clinton County

3304546

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Cloverdale

1201744

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Cook Road

3304534

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

E-Town SandG

3304279

0

0

0

0

 

0

 

$

100

 

0

no

no

0

0

0

Fairborn Gravel

3301388

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Fairfield

3301396

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Franklin Gravel

3302940

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Hamilton Gravel

3301394

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Harrison

3301395

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Kentucky Ave Mine

1201762

2

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Kokomo Mine

1202105

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Kokomo Sand

1202203

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Kokomo Stone

1200142

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Lynchburg Quarry

3304281

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Noblesville SandG

1201994

2

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Noblesville Stone

1202176

1

0

1

0

 

0

 

$

0

 

0

no

no

0

0

0

North Indianapolis

1201993

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Ohio Recycle

3304394

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Petersburg

1516895

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Phillipsburg

3300006

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Ross Gravel

3301587

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Troy Gravel

3301678

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Waverly Sand

1202038

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Xenia

3301393

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Alabaster Quarry Co19

103068

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Appling Quarry

901083

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Auburn, Al Quarry

100006

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Auburn, GA Quarry

900436

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Augusta Quarry-GA

900065

0

0

0

0

 

0

 

$

0

 

0

no

no

1

0

1

 


Appendix 1

 

Birmingham Shop

102096

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Cabbage Grove Quarry

800008

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Camak Quarry

900075

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Chattanooga Quarry

4003159

0

0

0

0

 

0

 

$

412

 

0

no

no

0

0

0

Forsyth Quarry

901035

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Jefferson Quarry

901106

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Junction City Quarry

901029

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Lithonia Quarry

900023

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Maylene Quarry

100634

0

0

0

0

 

0

 

$

100

 

0

no

no

1

1

0

Morgan Co Quarry

901126

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Newton Quarry

900899

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

ONeal Quarry Co19

103076

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Paulding Quarry

901107

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Perry Quarry

801083

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Red Oak Quarry

900069

0

0

0

0

 

0

 

$

138

 

0

no

no

0

0

0

R-S Sand and Gravel

2200381

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Ruby Quarry

900074

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Shorter Sand and Gravel

102852

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Six Mile Quarry

901144

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Tyrone Quarry

900306

0

0

0

0

 

0

 

$

100

 

0

no

no

0

0

0

Vance Quarry Co19

103022

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Warrenton Quarry

900580

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Alden  Portable Sand

1302037

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Alden Portable Plant 1

1302031

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Alden Portable Plant 2

1302033

0

0

0

0

 

0

 

$

354

 

0

no

no

0

0

0

Alden Portable Wash

1302122

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Alden Quarry - Shop

1300228

0

0

0

0

 

0

 

$

308

 

0

no

no

0

0

0

Alden Shop

1302320

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Ames Mine

1300014

2

0

0

0

 

0

 

$

1,329

 

0

no

no

0

0

0

Beaver Lake Quarry

4503347

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Cedar Rapids Quarry

1300122

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Des Moines Portable

1300150

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Des Moines Shop

1300932

0

0

0

0

 

0

 

$

100

 

0

no

no

0

0

0

Dubois Quarry

2501046

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

 


Appendix 1

 

Durham Mine

1301225

0

0

0

0

 

0

 

$

400

 

0

no

no

0

0

0

Earlham Quarry

1302123

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Environmental Crew (Plant 854)

1302126

0

0

0

0

 

0

 

$

100

 

0

no

no

0

0

0

Ferguson Quarry

1300124

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Fort Calhoun

2500006

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Fort Dodge Mine

1300032

0

0

0

0

 

0

 

$

484

 

0

no

no

0

0

1

Greenwood

2300141

0

0

0

0

 

0

 

$

250

 

0

no

no

0

0

0

Iowa Grading

1302316

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

LeGrand Portable

1302317

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Linn County Sand

1302208

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Malcom Mine

1300112

1

0

0

0

 

0

 

$

1,111

 

0

no

no

0

0

0

Marshalltown Sand

1300718

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Moore Quarry

1302188

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

New Harvey Sand

1301778

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Northwest Division OH

A2354

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Ottawa Quarry

1401590

0

0

0

0

 

0

 

$

300

 

0

no

no

0

0

0

Pacific Quarry

4500844

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Parkville Mine

2301883

1

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Pederson Quarry

1302192

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Raccoon River Sand

1302315

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Randolph Deep Mine

2302308

3

0

0

0

 

0

 

$

100

 

0

no

no

6

0

0

Reasoner Sand

1300814

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Saylorville Sand

1302290

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Springfield Quarry

2501103

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

St Cloud Quarry

2100081

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Stamper Mine

2302232

3

0

0

0

 

0

 

$

0

 

0

no

no

1

0

2

Sully Mine

1300063

0

0

0

0

 

0

 

$

100

 

0

no

no

0

0

0

Sunflower

1401556

1

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Weeping Water Mine

2500998

1

0

0

0

 

0

 

$

2,101

 

0

no

no

12

2

1

Yellow Medicine Quarry

2100033

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

211 Quarry

4103829

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Augusta Quarry-KS

1400126

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Beckman Quarry

4101335

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

 


Appendix 1

 

Bedrock Plant

4103283

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Bells Savoy SG TXI

4104019

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Black Rock Quarry

300011

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Black Spur Quarry

4104159

0

0

0

0

 

0

 

$

0

 

0

no

no

3

0

0

Blake Quarry

1401584

1

0

0

0

 

0

 

$

734

 

0

no

no

0

0

0

Bridgeport Stone TXI

4100007

2

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Broken Bow SandG

3400460

0

0

0

0

 

0

 

$

138

 

0

no

no

1

0

0

Chico

4103360

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Cobey

4104140

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Davis

3401299

0

0

0

0

 

0

 

$

0

 

0

no

no

1

0

0

Garfield SG TXI

4103909

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Garwood

4102886

1

0

0

0

 

0

 

$

933

 

0

no

no

0

0

0

GMS - TXI

C335

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Hatton Quarry

301614

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Helotes

4103137

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Hondo

4104708

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Hondo-1

4104090

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Hugo

3400061

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Idabel

3400507

0

0

0

0

 

0

 

$

0

 

0

no

no

1

0

0

Jena Aggregates TXI

1601298

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Jones Mill Quarry

301586

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Koontz McCombs Pit

4105048

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Mill Creek

3401285

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Mill Creek TXI

3401859

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

New Braunfels Quarry

4104264

1

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Perryville Aggregates TXI

1601417

1

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Poteet (Sand Plant)

4101342

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Rio Medina

4103594

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

S.T. Porter Pit

4102673

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

San Pedro Quarry

4101337

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Sawyer

3401634

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Snyder

3401651

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

South Texas Port No.2

4104204

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Tin Top SG TXI

4102852

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

 


Appendix 1

 

Washita Quarry

3402049

0

0

0

0

 

0

 

$

300

 

0

no

no

0

0

0

Webberville TXI

4104363

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Woodworth Aggregates TXI

1601070

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Cottonwood Sand and Gravel

504418

0

0

0

0

 

0

 

$

100

 

0

no

no

0

0

0

Fountain Sand and Gravel

503821

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Granite Canyon Quarry

4800018

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Greeley 35th Ready Mix

503215

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Greeley 35th Sand and Gravel

504613

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Guernsey

4800004

0

0

0

0

 

0

 

$

254

 

0

no

no

0

0

0

Gypsum Portable 4 - 11

504320

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Mamm Creek Portable 15

504647

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

1

Milford

4202177

0

0

0

0

 

0

 

$

200

 

0

no

no

0

0

0

Mustang Quarry

2602484

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Portable Crushing

503984

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Portable Plant 10

503984

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Portable Recycle 18

501057

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Portable Recycle 2

504360

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Portable Recycle 21

504520

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Powers Portable

504531

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Riverbend Sand and Gravel

504841

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Sievers Portable 19 - 20

504531

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Spanish Springs Co 2

2600803

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Spec Agg Sand and Gravel

500860

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Table Mountain Quarry

404847

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Taft Sand and Gravel

504526

1

0

0

0

 

0

 

$

785

 

0

no

no

0

0

0

Taft Shop

504735

0

0

0

0

 

0

 

$

276

 

0

no

no

0

0

0

California District

400011

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Hunter Cement TXI

4102820

3

0

0

0

 

0

 

$

1,307

 

0

no

no

6

1

0

Midlothian Cement TXI

4100071

1

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Riverside Cement - OG Distrib

400011

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Riverside CMT - Crestmore TXI

400010

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

 


Appendix 1

 

Riverside CMT - Oro Grande TXI

400011

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Salisbury Shop

3101235

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

North Troy Portable

3401949

0

0

0

0

 

0

 

$

0

 

0

no

no

0

0

0

Woodville

3300156

7

0

0

0

 

0

 

$

17,883

 

0

no

no

0

0

0

TOTALS

 

39

0

1

0

 

0

 

$

30,797

 

 

 

 

37

4

8

 

*Of the 37 legal actions pending on March 31, 2015, 23 were contests of citations or orders referenced in Subpart B of CFR Part 2700, which includes contests of citations and orders issued under Section 104 of the Mine Act and contests of imminent danger orders under Section 107 of the Mine Act and 14 were contests of proposed penalties referenced in Subpart C of 29 CFR Part 2700, which are administrative proceedings before the Commission challenging a civil penalty that MSHA has proposed for the violation contained in a citation or order.