UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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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
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(Former name, former address and former fiscal year, if changes since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Name of each exchange on |
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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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.
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Outstanding as of April 30, 2021 |
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Common Stock, $0.01 par value |
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MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
Page 2 of 38
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
(UNAUDITED) CONSOLIDATED BALANCE SHEETS
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March 31, |
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December 31, |
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2021 |
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2020 |
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(Dollars in Millions, Except Par Value Data) |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Accounts receivable, net |
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Inventories, net |
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Other current assets |
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Total Current Assets |
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Property, plant and equipment |
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Allowances for depreciation, depletion and amortization |
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Net property, plant and equipment |
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Goodwill |
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Other intangibles, net |
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Operating lease right-of-use assets, net |
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Other noncurrent assets |
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Total Assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Current Liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued salaries, benefits and payroll taxes |
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Accrued other taxes |
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Accrued interest |
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Operating lease liabilities |
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Other current liabilities |
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Total Current Liabilities |
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Long-term debt |
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Deferred income taxes, net |
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Noncurrent operating lease liabilities |
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Other noncurrent liabilities |
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Total Liabilities |
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Equity: |
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Common stock, par value $ |
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Preferred stock, par value $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Retained earnings |
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Total Shareholders' Equity |
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Noncontrolling interests |
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Total Equity |
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Total Liabilities and Equity |
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$ |
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$ |
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See accompanying notes to the consolidated financial statements.
Page 3 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
(UNAUDITED) CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS
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Three Months Ended |
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March 31, |
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2021 |
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2020 |
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(In Millions, Except Per Share Data) |
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Products and services revenues |
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$ |
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$ |
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Freight revenues |
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Total Revenues |
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Cost of revenues - products and services |
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Cost of revenues - freight |
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Total Cost of Revenues |
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Gross Profit |
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Selling, general & administrative expenses |
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Acquisition-related expenses |
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Other operating (income) and expenses, net |
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Earnings from Operations |
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Interest expense |
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Other nonoperating (income) and expenses, net |
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Earnings before income tax expense |
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Income tax expense |
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Consolidated net earnings |
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Less: Net earnings attributable to noncontrolling interests |
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— |
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Net Earnings Attributable to Martin Marietta Materials, Inc. |
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$ |
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$ |
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Consolidated Comprehensive Earnings: |
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Earnings attributable to Martin Marietta Materials, Inc. |
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$ |
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$ |
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Earnings attributable to noncontrolling interests |
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— |
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$ |
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$ |
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Net Earnings Attributable to Martin Marietta Materials, Inc. |
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Per Common Share: |
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Basic attributable to common shareholders |
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$ |
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$ |
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Diluted attributable to common shareholders |
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$ |
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$ |
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Weighted-Average Common Shares Outstanding: |
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Basic |
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Diluted |
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See accompanying notes to the consolidated financial statements.
Page 4 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
(UNAUDITED) CONSOLIDATED STATEMENTS OF CASH FLOWS
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Three Months Ended |
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March 31, |
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2021 |
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2020 |
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(Dollars in Millions) |
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Cash Flows from Operating Activities: |
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Consolidated net earnings |
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$ |
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$ |
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Adjustments to reconcile consolidated net earnings to net cash provided by operating activities: |
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Depreciation, depletion and amortization |
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Stock-based compensation expense |
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Gain on divestitures and sales of assets |
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Deferred income taxes |
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Other items, net |
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( |
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( |
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Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: |
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Accounts receivable, net |
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Inventories, net |
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( |
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Accounts payable |
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Other assets and liabilities, net |
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( |
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( |
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Net Cash Provided by Operating Activities |
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Cash Flows from Investing Activities: |
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Additions to property, plant and equipment |
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( |
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Proceeds from divestitures and sales of assets |
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Investments in life insurance contracts, net |
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Other investing activities, net |
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— |
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( |
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Net Cash Used for Investing Activities |
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Cash Flows from Financing Activities: |
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Borrowings of debt |
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— |
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Repayments of debt |
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— |
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( |
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Payments on financing leases |
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( |
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( |
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Debt issuance costs |
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— |
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Repurchases of common stock |
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— |
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( |
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Dividends paid |
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Proceeds from exercise of stock options |
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Shares withheld for employees' income tax obligations |
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( |
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Net Cash (Used for) Provided by Financing Activities |
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Net Increase in Cash, Cash Equivalents and Restricted Cash |
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Cash, Cash Equivalents and Restricted Cash, beginning of period |
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Cash, Cash Equivalents and Restricted Cash, end of period |
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$ |
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$ |
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See accompanying notes to the consolidated financial statements.
Page 5 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
(UNAUDITED) CONSOLIDATED STATEMENTS OF TOTAL EQUITY
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(In Millions, Except Per Share Data) |
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Shares of Common Stock |
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Common Stock |
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Additional Paid-in Capital |
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Accumulated Other Comprehensive Loss |
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Retained Earnings |
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Total Shareholders' Equity |
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Noncontrolling Interests |
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Total Equity |
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Balance at December 31, 2019 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Consolidated net earnings |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive earnings, net of tax |
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— |
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— |
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— |
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— |
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— |
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Dividends declared ($ |
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— |
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— |
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— |
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— |
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( |
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( |
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— |
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Issuances of common stock for stock award plans |
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— |
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— |
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— |
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— |
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Shares withheld for employees' income tax obligations |
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— |
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— |
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( |
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— |
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— |
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( |
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— |
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( |
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Repurchases of common stock |
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( |
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— |
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— |
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— |
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( |
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( |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Balance at March 31, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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Balance at December 31, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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Consolidated net earnings |
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— |
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— |
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— |
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— |
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Other comprehensive earnings, net of tax |
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— |
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— |
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— |
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— |
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— |
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Dividends declared ($ |
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— |
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— |
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— |
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— |
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( |
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( |
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— |
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( |
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Issuances of common stock for stock award plans |
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— |
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— |
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— |
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— |
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Shares withheld for employees' income tax obligations |
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— |
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— |
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( |
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— |
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— |
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( |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Balance at March 31, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to the consolidated financial statements.
Page 6 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
1. |
Significant Accounting Policies |
Organization
Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. The Company supplies aggregates (crushed stone, sand and gravel) through its network of
The Company’s Building Materials business includes
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BUILDING MATERIALS BUSINESS |
||||
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Reportable Segments |
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East Group |
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West Group |
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Operating Locations |
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Alabama, Florida, Georgia, Indiana, |
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Arkansas, Colorado, Louisiana, western
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Product Lines |
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Aggregates |
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Aggregates, Cement, Ready Mixed Concrete, Asphalt and Paving |
The Company’s Magnesia Specialties business, which represents a separate reportable segment, has manufacturing facilities in Manistee, Michigan, and Woodville, Ohio. The Magnesia Specialties business produces magnesia-based chemicals products used in industrial, agricultural and environmental applications, and dolomitic lime sold primarily to customers in the steel and mining industries.
Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and in Article 10 of Regulation S-X. The Company has continued to follow the accounting policies set forth in the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. In the opinion of management, the interim consolidated financial information provided herein reflects all adjustments, consisting of normal recurring accruals, necessary for a fair statement of the results of operations, financial position and cash flows for the interim periods. The consolidated results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results expected for other interim periods or the full year. The consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by U.S. GAAP for complete financial statements. These consolidated financial statements should be read in conjunction with the audited
Page 7 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
The preparation of the Company’s consolidated financial statements requires management to make certain estimates and assumptions about future events. As future events and their effects cannot be fully determined with precision, actual results could differ significantly from estimates. Changes in estimates are reflected in the consolidated financial statements in the period in which the change in estimate occurs.
Reclassifications
As of January 1, 2021, the Company reclassified accrued income taxes from Other current liabilities to Accrued other taxes on the Company’s consolidated balance sheet. Prior-year information has been reclassified to conform to current year presentation. The reclassification had no impact on the Company’s previously reported results of operations, financial position or cash flows.
Consolidated Comprehensive Earnings/Loss and Accumulated Other Comprehensive Loss
Consolidated comprehensive earnings/loss and accumulated other comprehensive loss consist of consolidated net earnings or loss; adjustments for the funded status of pension and postretirement benefit plans; and foreign currency translation adjustments; and are presented in the Company’s consolidated statements of earnings and comprehensive earnings.
Comprehensive earnings attributable to Martin Marietta is as follows:
|
|
|
Three Months Ended |
|
|||||
|
|
|
March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
|
|
(Dollars in Millions) |
|
|||||
|
Net earnings attributable to Martin Marietta |
|
$ |
|
|
|
$ |
|
|
|
Other comprehensive earnings, net of tax |
|
|
|
|
|
|
|
|
|
Comprehensive earnings attributable to Martin Marietta |
|
$ |
|
|
|
$ |
|
|
Page 8 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Changes in accumulated other comprehensive loss, net of tax, are as follows:
|
|
|
(Dollars in Millions) |
|
|||||||||
|
|
|
Pension and Postretirement Benefit Plans |
|
|
Foreign Currency |
|
|
Accumulated Other Comprehensive Loss |
|
|||
|
|
|
Three Months Ended March 31, 2021 |
|
|||||||||
|
Balance at beginning of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive earnings before reclassifications, net of tax |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Amounts reclassified from accumulated other comprehensive earnings, net of tax |
|
|
|
|
|
|
— |
|
|
|
|
|
|
Other comprehensive earnings, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2020 |
|
|||||||||
|
Balance at beginning of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive loss before reclassifications, net of tax |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
Amounts reclassified from accumulated other comprehensive loss, net of tax |
|
|
|
|
|
|
— |
|
|
|
|
|
|
Other comprehensive earnings (loss), net of tax |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Balance at end of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Changes in net noncurrent deferred tax assets related to accumulated other comprehensive loss are as follows:
|
|
|
Pension and Postretirement Benefit Plans |
|
|||||
|
|
|
Three Months Ended |
|
|||||
|
|
|
March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
|
|
(Dollars in Millions) |
|
|||||
|
Balance at beginning of period |
|
$ |
|
|
|
$ |
|
|
|
Tax effect of other comprehensive earnings |
|
|
( |
) |
|
|
( |
) |
|
Balance at end of period |
|
$ |
|
|
|
$ |
|
|
Page 9 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Reclassifications out of accumulated other comprehensive loss are as follows:
|
|
|
Three Months Ended |
|
|
Affected line items in the consolidated |
|||||
|
|
|
March 31, |
|
|
statements of earnings and |
|||||
|
|
|
2021 |
|
|
2020 |
|
|
comprehensive earnings |
||
|
|
|
(Dollars in Millions) |
|
|||||||
|
Pension and postretirement benefit plans |
|
|
|
|
|
|
|
|
|
|
|
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
Actuarial loss |
|
$ |
|
|
|
$ |
|
|
|
Other nonoperating (income) and expenses, net |
|
Tax benefit |
|
|
( |
) |
|
|
( |
) |
|
Income tax expense |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
Earnings per Common Share
The numerator for basic and diluted earnings per common share is net earnings attributable to Martin Marietta reduced by dividends and undistributed earnings attributable to certain of the Company’s stock-based compensation. If there is a net loss, no amount of the undistributed loss is attributed to unvested participating securities. The denominator for basic earnings per common share is the weighted-average number of common shares outstanding during the period. Diluted earnings per common share are computed assuming that the weighted-average number of common shares is increased by the conversion, using the treasury stock method, of awards to be issued to employees and nonemployee members of the Company’s Board of Directors under certain stock-based compensation arrangements if the conversion is dilutive. For the three months ended March 31, 2021 and 2020, the diluted per-share computations reflect the number of common shares outstanding to include the number of additional shares that would have been outstanding if the potentially dilutive common shares had been issued.
The following table reconciles the numerator and denominator for basic and diluted earnings per common share:
|
|
|
Three Months Ended |
|
|||||
|
|
|
March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
|
|
(In Millions) |
|
|||||
|
Net earnings attributable to Martin Marietta |
|
$ |
|
|
|
$ |
|
|
|
Less: Distributed and undistributed earnings attributable to unvested awards |
|
|
|
|
|
|
— |
|
|
Basic and diluted net earnings available to common shareholders attributable to Martin Marietta |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted-average common shares outstanding |
|
|
|
|
|
|
|
|
|
Effect of dilutive employee and director awards |
|
|
|
|
|
|
|
|
|
Diluted weighted-average common shares outstanding |
|
|
|
|
|
|
|
|
Page 10 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Restricted Cash
As of March 31, 2021 and December 31, 2020, the Company had restricted cash of $
In connection with Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230), the statement of cash flows reflects cash flow changes and balances for cash, cash equivalents and restricted cash on an aggregated basis.
The following table reconciles cash, cash equivalents and restricted cash as reported on the consolidated balance sheets to the aggregated amounts presented on the consolidated statements of cash flows:
|
|
|
March 31, |
|
|
December 31, |
|
||
|
|
|
2021 |
|
|
2020 |
|
||
|
|
|
(Dollars in Millions) |
|
|||||
|
Cash and cash equivalents |
|
$ |
|
|
|
$ |
|
|
|
Restricted cash |
|
|
|
|
|
|
|
|
|
Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows |
|
$ |
|
|
|
$ |
|
|
|
2. |
Revenue Recognition |
Total revenues include sales of products and services to customers, net of any discounts or allowances, and freight revenues. Product revenues are recognized when control of the promised good is transferred to the customer, typically when finished products are shipped. Intersegment and interproduct revenues are eliminated in consolidation. Service revenues are derived from the paving business and recognized using the percentage-of-completion method under the cost-to-cost approach. Freight revenues reflect delivery arranged by the Company using a third party on behalf of the customer and are recognized consistently with the timing of the product revenues.
Performance Obligations. Performance obligations are contractual promises to transfer or provide a distinct good or service for a stated price. The Company’s product sales agreements are single-performance obligations that are satisfied at a point in time.
Future revenues from unsatisfied performance obligations at March 31, 2021 and 2020 were $
Page 11 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Revenue by Category.
|
|
|
Three Months Ended |
|
|||||||||
|
|
|
March 31, 2021 |
|
|||||||||
|
|
|
Products and Services |
|
|
Freight |
|
|
Total |
|
|||
|
|
|
(Dollars in Millions) |
|
|||||||||
|
East Group |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
West Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Building Materials business |
|
|
|
|
|
|
|
|
|
|
|
|
|
Magnesia Specialties |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|||||||||
|
|
|
March 31, 2020 |
|
|||||||||
|
|
|
Products and Services |
|
|
Freight |
|
|
Total |
|
|||
|
|
|
(Dollars in Millions) |
|
|||||||||
|
East Group |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
West Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Building Materials business |
|
|
|
|
|
|
|
|
|
|
|
|
|
Magnesia Specialties |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Service revenues, which include paving operations located in Colorado, were $
Contract Balances. Costs in excess of billings relate to the conditional right to consideration for completed contractual performance and are contract assets on the consolidated balance sheets. Costs in excess of billings are reclassified to accounts receivable when the right to consideration becomes unconditional. Billings in excess of costs relate to customers invoiced in advance of contractual performance and are contract liabilities on the consolidated balance sheets.
|
(Dollars in Millions) |
|
March 31, 2021 |
|
|
December 31, 2020 |
|
||
|
Costs in excess of billings |
|
$ |
|
|
|
$ |
|
|
|
Billings in excess of costs |
|
$ |
|
|
|
$ |
|
|
Revenues recognized from the beginning balance of contract liabilities for the three months ended March 31, 2021 and 2020 were $
Retainage, which primarily relates to the paving services, represents amounts that have been billed to customers but payment withheld until final acceptance by the customer of the performance obligation. Included in other current assets on the Company’s consolidated balance sheets, retainage was $
Page 12 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Policy Elections. When the Company arranges third-party freight to deliver products to customers, the Company has elected the delivery to be a fulfillment activity rather than a separate performance obligation. Further, the Company acts as a principal in the delivery arrangements and, as required by the accounting standard, the related revenues and costs are presented gross and are included in the consolidated statements of earnings.
|
3. |
Inventories, Net |
|
|
|
March 31, |
|
|
December 31, |
|
||
|
|
|
2021 |
|
|
2020 |
|
||
|
|
|
(Dollars in Millions) |
|
|||||
|
Finished products |
|
$ |
|
|
|
$ |
|
|
|
Products in process |
|
|
|
|
|
|
|
|
|
Raw materials |
|
|
|
|
|
|
|
|
|
Supplies and expendable parts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Allowances |
|
|
( |
) |
|
|
( |
) |
|
Total |
|
$ |
|
|
|
$ |
|
|
|
4. |
Long-Term Debt |
|
|
|
March 31, |
|
|
December 31, |
|
||
|
|
|
2021 |
|
|
2020 |
|
||
|
|
|
(Dollars in Millions) |
|
|||||
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other notes |
|
|
|
|
|
|
|
|
|
Total debt |
|
|
|
|
|
|
|
|
|
Less: Current maturities of long-term debt |
|
|
— |
|
|
|
— |
|
|
Long-term debt |
|
$ |
|
|
|
$ |
|
|
Page 13 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The Company, through a wholly-owned special-purpose subsidiary, has a $
The Company has a $
The Revolving Facility expires on
|
5. |
Financial Instruments |
The Company’s financial instruments include temporary cash investments, restricted cash, accounts receivable, accounts payable, publicly-registered long-term notes, debentures and other long-term debt.
Temporary cash investments are placed primarily in money market funds, money market demand deposit accounts and Eurodollar time deposits. The Company’s cash equivalents have original maturities of less than three months. Due to the short maturity of these investments, they are carried on the consolidated balance sheets at cost, which approximates fair value.
Restricted cash is held in a trust account with a third-party intermediary. Due to the short-term nature of this account, the fair value of restricted cash approximates its carrying value.
Accounts receivable are due from a large number of customers, primarily in the construction industry, and are dispersed across wide geographic and economic regions.
Page 14 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
consolidated total revenues in the three month period ended March 31, 2021 and 2020. The estimated fair values of accounts receivable approximate their carrying amounts due to the short-term nature of the accounts.
Accounts payable represent amounts owed to suppliers and vendors. The estimated fair value of accounts payable approximates the carrying amount due to the short-term nature of the payables.
The carrying values and fair values of the Company’s long-term debt were $
|
6. |
Income Taxes |
The effective income tax rate reflects the effect of federal and state income taxes on earnings and the impact of differences in book and tax accounting arising primarily from the permanent tax benefits associated with the statutory depletion deduction for mineral reserves. For the three months ended March 31, 2021, the effective income tax rate was
The Company records interest accrued in relation to unrecognized tax benefits as income tax expense. Penalties, if incurred, are recorded as operating expenses in the consolidated statements of earnings and comprehensive earnings.
|
7. |
Pension and Postretirement Benefits |
The estimated components of the recorded net periodic benefit cost (credit) for pension and postretirement benefits are as follows:
|
|
|
Pension |
|
|
Postretirement Benefits |
|
||||||||||
|
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
|
|
(Dollars in Millions) |
|
|||||||||||||
|
Service cost |
|
$ |
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
— |
|
|
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected return on assets |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost (credit) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Actuarial loss (gain) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
Net periodic benefit cost (credit) |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
The service cost component of net periodic benefit cost (credit) is included in Cost of revenues – products and services and Selling, general and administrative expenses. All other components are included in Other nonoperating (income) and expenses, net, in the consolidated statements of earnings and comprehensive earnings.
Page 15 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
8. |
Commitments and Contingencies |
Legal and Administrative Proceedings
The Company is engaged in certain legal and administrative proceedings incidental to its normal business activities, including matters relating to environmental protection. The Company considers various factors in assessing the probable outcome of each matter, including but not limited to the nature of existing legal proceedings and claims, the asserted or possible damages, the jurisdiction and venue of the case and whether it is a jury trial, the progress of the case, existing law and precedent, the opinions or views of legal counsel and other advisers, the Company’s experience in similar cases and the experience of other companies, the facts available to the Company at the time of assessment, and how the Company intends to respond to the proceeding or claim. The Company’s assessment of these factors may change over time as proceedings or claims progress. The Company believes the probability is remote that the outcome of any currently pending legal or administrative proceeding will result in a material loss to the Company as a whole, based on currently available facts.
Borrowing Arrangements with Affiliate
The Company is a co-borrower with an unconsolidated affiliate for a $
In addition, the Company has a $
Letters of Credit
In the normal course of business, the Company provides certain third parties with standby letter of credit agreements guaranteeing its payment for certain insurance claims, contract performance and permit requirements. At March 31, 2021, the Company was contingently liable for $
|
9. |
Business Segments |
The Building Material business contains
The following table displays selected financial data for the Company’s reportable segments. Total revenues, as presented on the consolidated statements of earnings and comprehensive earnings, exclude intersegment revenues, which represent sales from one segment to another segment and are eliminated in consolidation.
Page 16 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
Three Months Ended |
|
|||||
|
|
|
March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
|
|
(Dollars in Millions) |
|
|||||
|
Total revenues: |
|
|
|
|
|
|
|
|
|
East Group |
|
$ |
|
|
|
$ |
|
|
|
West Group |
|
|
|
|
|
|
|
|
|
Total Building Materials business |
|
|
|
|
|
|
|
|
|
Magnesia Specialties |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Products and services revenues: |
|
|
|
|
|
|
|
|
|
East Group |
|
$ |
|
|
|
$ |
|
|
|
West Group |
|
|
|
|
|
|
|
|
|
Total Building Materials business |
|
|
|
|
|
|
|
|
|
Magnesia Specialties |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) from operations: |
|
|
|
|
|
|
|
|
|
East Group |
|
$ |
|
|
|
$ |
|
|
|
West Group |
|
|
|
|
|
|
|
|
|
Total Building Materials business |
|
|
|
|
|
|
|
|
|
Magnesia Specialties |
|
|
|
|
|
|
|
|
|
Corporate |
|
|
( |
) |
|
|
( |
) |
|
Total |
|
$ |
|
|
|
$ |
|
|
Page 17 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
10. |
Revenues and Gross Profit |
The Building Materials business includes the aggregates, cement, ready mixed concrete and asphalt and paving product lines. All cement, ready mixed concrete and asphalt and paving product lines reside in the West Group.
|
|
|
Three Months Ended |
|
|
|||||
|
|
|
March 31, |
|
|
|||||
|
|
|
2021 |
|
|
2020 |
|
|
||
|
|
|
(Dollars in Millions) |
|||||||
|
Total revenues: |
|
|
|
|
|
|
|
|
|
|
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
Products and services: |
|
|
|
|
|
|
|
|
|
|
Aggregates |
|
$ |
|
|
|
$ |
|
|
|
|
Cement |
|
|
|
|
|
|
|
|
|
|
Ready mixed concrete |
|
|
|
|
|
|
|
|
|
|
Asphalt and paving services |
|
|
|
|
|
|
|
|
|
|
Less: interproduct revenues |
|
|
( |
) |
|
|
( |
) |
|
|
Products and services |
|
|
|
|
|
|
|
|
|
|
Freight |
|
|
|
|
|
|
|
|
|
|
Total Building Materials business |
|
|
|
|
|
|
|
|
|
|
Magnesia Specialties: |
|
|
|
|
|
|
|
|
|
|
Products and services |
|
|
|
|
|
|
|
|
|
|
Freight |
|
|
|
|
|
|
|
|
|
|
Total Magnesia Specialties |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
Products and services: |
|
|
|
|
|
|
|
|
|
|
Aggregates |
|
$ |
|
|
|
$ |
|
|
|
|
Cement |
|
|
|
|
|
|
|
|
|
|
Ready mixed concrete |
|
|
|
|
|
|
|
|
|
|
Asphalt and paving services |
|
|
( |
) |
|
|
( |
) |
|
|
Products and services |
|
|
|
|
|
|
|
|
|
|
Freight |
|
|
( |
) |
|
|
( |
) |
|
|
Total Building Materials business |
|
|
|
|
|
|
|
|
|
|
Magnesia Specialties: |
|
|
|
|
|
|
|
|
|
|
Products and services |
|
|
|
|
|
|
|
|
|
|
Freight |
|
|
( |
) |
|
|
( |
) |
|
|
Total Magnesia Specialties |
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
( |
) |
|
|
( |
) |
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
Page 18 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
(UNAUDITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
11. |
Supplemental Cash Flow Information |
Noncash investing and financing activities are as follows:
|
|
|
March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
|
|
(Dollars in Millions) |
|
|||||
|
Noncash investing and financing activities: |
|
|
|
|
|
|
|
|
|
Right-of-use assets obtained in exchange for new finance lease liabilities |
|
$ |
|
|
|
$ |
— |
|
|
Accrued liabilities for purchases of property, plant and equipment |
|
$ |
|
|
|
$ |
|
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities |
|
$ |
|
|
|
$ |
|
|
|
Accrued proceeds from company-owned life insurance benefits |
|
$ |
— |
|
|
$ |
|
|
|
Remeasurement of operating lease right-of-use assets |
|
$ |
( |
) |
|
$ |
— |
|
For the three months ended March 31, 2021, the right-of-use assets obtained in exchange for new finance lease liabilities balance primarily consisted of the lease for the new corporate headquarters.
Supplemental disclosures of cash flow information are as follows:
|
|
|
March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
|
|
(Dollars in Millions) |
|
|||||
|
Cash paid for interest, net of capitalized amount |
|
$ |
|
|
|
$ |
|
|
|
Cash paid for income taxes, net of refunds |
|
$ |
— |
|
|
$ |
|
|
During the quarter ended March 31, 2021 and 2020, the Company received proceeds of $
|
12. |
Other Operating (Income) and Expenses, Net |
Other operating (income) and expenses, net, for the three months ended March 31, 2021 reflected lower credit losses and higher gains on sales of assets compared with the prior year period.
|
13. |
Other Nonoperating (Income) and Expenses, Net |
For the three months ended March 31, 2021, other nonoperating (income) and expenses, net, included a $
|
14. |
Subsequent Events |
On April 30, 2021, the Company completed the acquisition of Tiller Corporation (Tiller), a leading aggregates and hot mix asphalt supplier in the Minneapolis/St. Paul region, one of the largest and fastest growing midwestern metropolitan areas and complements the Company’s existing product offerings in the surrounding areas. Additionally, Tiller sells asphalt FOB, or free on board, origin, serving solely as a materials provider, and does not offer paving or other associated services. The Company financed the acquisition using available cash and borrowings under its credit facilities.
Page 19 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
First Quarter Ended March 31, 2021
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
OVERVIEW
Martin Marietta Materials, Inc. (the Company or Martin Marietta) is a natural resource-based building materials company. The Company supplies aggregates (crushed stone, sand and gravel) through its network of 290 quarries, mines and distribution yards in 26 states, Canada and The Bahamas. In the southwestern and western United States, Martin Marietta also provides cement and downstream products and services, namely, ready mixed concrete, asphalt and paving, in vertically-integrated structured markets where the Company has a leading aggregates position. The Company’s heavy-side building materials are used in infrastructure, nonresidential and residential construction projects. Aggregates are also used in agricultural, utility and environmental applications and as railroad ballast. The aggregates, cement, ready mixed concrete and asphalt and paving product lines are reported collectively as the “Building Materials” business.
The Company’s Building Materials business includes two reportable segments: the East Group and the West Group.
|
BUILDING MATERIALS BUSINESS |
||||||
|
Reportable Segments |
|
East Group |
|
West Group |
||
|
Operating Locations |
|
Alabama, Florida, Georgia, Indiana, Iowa, |
|
Arkansas, Colorado, Louisiana, western |
||
|
|
|
|||||
|
Product Lines |
|
Aggregates |
|
Aggregates, Cement, Ready Mixed Concrete, Asphalt and Paving |
||
|
|
|
|||||
|
Plant Types |
|
Quarries, Mines and Distribution Facilities |
|
Quarries, Mines, Plants and Distribution Facilities |
||
|
|
|
|||||
|
Modes of Transportation |
|
Truck, Railcar and Ship |
|
Truck and Railcar |
||
The Company has a Magnesia Specialties business with manufacturing facilities in Manistee, Michigan, and Woodville, Ohio. The Magnesia Specialties business produces magnesia-based chemicals products used in industrial, agricultural and environmental applications and dolomitic lime sold primarily to customers in the steel and mining industries.
CRITICAL ACCOUNTING POLICIES
The Company outlined its critical accounting policies in its Annual Report on Form 10-K for the year ended December 31, 2020. There were no changes to the Company’s critical accounting policies during the three months ended March 31, 2021.
Page 20 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter March 31, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
First Quarter Ended March 31, 2021
(Continued)
RESULTS OF OPERATIONS
The Building Materials business is significantly affected by weather patterns and seasonal changes. Production and shipment levels for aggregates, cement, ready mixed concrete and asphalt and paving materials correlate with general construction activity levels, most of which occur in the spring, summer and fall. Thus, production and shipment levels vary by quarter. Operations concentrated in the northern and midwestern United States generally experience more severe winter weather conditions than operations in the southeast and southwest. Excessive rainfall, and conversely excessive drought, can also jeopardize production, shipments and profitability in all markets served by the Company. Due to the potentially significant impact of weather on the Company’s operations, current-period results are not necessarily indicative of expected performance for other interim periods or the full year.
Earnings before interest; income taxes; depreciation, depletion and amortization; and the earnings/loss from nonconsolidated equity affiliates (Adjusted EBITDA) is an indicator used by the Company and investors to evaluate the Company’s operating performance from period to period. Adjusted EBITDA is not defined by accounting principles generally accepted in the United States and, as such, should not be construed as an alternative to net earnings, earnings from operations or cash provided by operating activities. However, the Company’s management believes that Adjusted EBITDA may provide additional information with respect to the Company’s performance and is a measure used by management to evaluate the Company’s performance. Because Adjusted EBITDA excludes some, but not all, items that affect net earnings and may vary among companies, Adjusted EBITDA as presented by the Company may not be comparable with similarly titled measures of other companies.
A reconciliation of net earnings attributable to Martin Marietta to consolidated Adjusted EBITDA is as follows:
|
|
|
Three Months Ended |
|
|||||
|
|
|
March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
|
|
(Dollars in Millions) |
|
|||||
|
Net Earnings Attributable to Martin Marietta |
|
$ |
65.3 |
|
|
$ |
25.9 |
|
|
Add back: |
|
|
|
|
|
|
|
|
|
Interest expense, net of interest income |
|
|
27.3 |
|
|
|
29.6 |
|
|
Income tax expense for controlling interests |
|
|
15.8 |
|
|
|
0.1 |
|
|
Depreciation, depletion and amortization and earnings/loss from nonconsolidated equity affiliates |
|
|
96.0 |
|
|
|
93.4 |
|
|
Consolidated Adjusted EBITDA |
|
$ |
204.4 |
|
|
$ |
149.0 |
|
Page 21 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter March 31, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
First Quarter Ended March 31, 2021
(Continued)
Mix-adjusted average selling price (mix-adjusted ASP) excludes the impacts of product, geographic and other mix from the current-period average selling price and is a non-GAAP measure. Mix-adjusted ASP is calculated by comparing current-period shipments to like-to-like shipments in the comparable prior period. Management uses this metric to evaluate the effectiveness of the Company’s pricing increases and believes this information is useful to investors as it provides same-on-same pricing trends. The following reconciles reported average selling price to mix-adjusted ASP and corresponding variances.
|
|
|
Three Months Ended |
|
|||||
|
|
|
March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Aggregates Product Line: |
|
|
|
|
|
|
|
|
|
Reported average selling price |
|
$ |
15.31 |
|
|
$ |
14.80 |
|
|
Adjustment for favorable impact of product, geographic and other mix |
|
|
(0.14 |
) |
|
|
|
|
|
Mix-adjusted ASP |
|
$ |
15.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported average selling price variance |
|
|
3.4 |
% |
|
|
|
|
|
Mix-adjusted ASP variance |
|
|
2.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cement Product Line: |
|
|
|
|
|
|
|
|
|
Reported average selling price |
|
$ |
115.49 |
|
|
$ |
113.77 |
|
|
Adjustment for unfavorable impact of product, geographic and other mix |
|
|
0.83 |
|
|
|
|
|
|
Mix-adjusted ASP |
|
$ |
116.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported average selling price variance |
|
|
1.5 |
% |
|
|
|
|
|
Mix-adjusted ASP variance |
|
|
2.2 |
% |
|
|
|
|
Financial highlights for the quarter ended March 31, 2021 (unless noted, all comparisons are versus the prior-year quarter):
|
|
♦ |
Consolidated total revenues of $982.4 million compared with $958.2 million |
|
|
♦ |
Building Materials business products and services revenues of $856.6 million compared with $831.1 million |
|
|
♦ |
Magnesia Specialties products revenues of $65.3 million compared with $59.9 million |
|
|
♦ |
Consolidated gross profit of $174.7 million compared with $142.4 million |
|
|
♦ |
Consolidated earnings from operations of $99.3 million compared with $57.8 million |
|
|
♦ |
Net earnings attributable to Martin Marietta of $65.3 million compared with $25.9 million |
|
|
♦ |
Consolidated Adjusted EBITDA of $204.4 million compared with $149.0 million |
|
|
♦ |
Earnings per diluted share of $1.04 compared with $0.41 |
Page 22 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter March 31, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
First Quarter Ended March 31, 2021
(Continued)
|
|
The following tables present total revenues, gross profit (loss), selling, general and administrative (SG&A) expenses and earnings (loss) from operations data for the Company and its reportable segments by product line for the three months ended March 31, 2021 and 2020. In each case, the data is stated as a percentage of revenues of the Company or the relevant segment or product line, as the case may be.
|
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
|
2021 |
|
|
|
|
|
|
2020 |
|
|
|
|
|
||
|
|
|
Amount |
|
|
|
|
|
|
Amount |
|
|
|
|
|
||
|
|
|
(Dollars in Millions) |
|
|||||||||||||
|
Total revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregates |
|
$ |
372.5 |
|
|
|
|
|
|
$ |
357.9 |
|
|
|
|
|
|
West Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregates |
|
|
200.1 |
|
|
|
|
|
|
|
212.4 |
|
|
|
|
|
|
Cement |
|
|
109.6 |
|
|
|
|
|
|
|
106.6 |
|
|
|
|
|
|
Ready mixed concrete |
|
|
235.3 |
|
|
|
|
|
|
|
189.7 |
|
|
|
|
|
|
Asphalt and paving |
|
|
12.2 |
|
|
|
|
|
|
|
18.1 |
|
|
|
|
|
|
Less: Interproduct revenues |
|
|
(73.1 |
) |
|
|
|
|
|
|
(53.6 |
) |
|
|
|
|
|
West Group Total |
|
|
484.1 |
|
|
|
|
|
|
|
473.2 |
|
|
|
|
|
|
Products and services |
|
|
856.6 |
|
|
|
|
|
|
|
831.1 |
|
|
|
|
|
|
Freight |
|
|
54.9 |
|
|
|
|
|
|
|
61.4 |
|
|
|
|
|
|
Total Building Materials business |
|
|
911.5 |
|
|
|
|
|
|
|
892.5 |
|
|
|
|
|
|
Magnesia Specialties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products |
|
|
65.3 |
|
|
|
|
|
|
|
59.9 |
|
|
|
|
|
|
Freight |
|
|
5.6 |
|
|
|
|
|
|
|
5.8 |
|
|
|
|
|
|
Total Magnesia Specialties |
|
|
70.9 |
|
|
|
|
|
|
|
65.7 |
|
|
|
|
|
|
Total |
|
$ |
982.4 |
|
|
|
|
|
|
$ |
958.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 23 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter March 31, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
First Quarter Ended March 31, 2021
(Continued)
|
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
|
2021 |
|
|
2020 |
|
||||||||||
|
|
|
Amount |
|
|
% of Revenues |
|
|
Amount |
|
|
% of Revenues |
|
||||
|
|
|
(Dollars in Millions) |
|
|||||||||||||
|
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products and services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregates |
|
$ |
86.5 |
|
|
|
23.2 |
|
|
$ |
59.9 |
|
|
|
16.7 |
|
|
West Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregates |
|
|
35.3 |
|
|
|
17.6 |
|
|
|
33.5 |
|
|
|
15.8 |
|
|
Cement |
|
|
15.3 |
|
|
|
14.0 |
|
|
|
27.3 |
|
|
|
25.6 |
|
|
Ready mixed concrete |
|
|
19.4 |
|
|
|
8.3 |
|
|
|
5.9 |
|
|
|
3.1 |
|
|
Asphalt and paving |
|
|
(8.2 |
) |
|
NM |
|
|
|
(8.1 |
) |
|
NM |
|
||
|
West Group Total |
|
|
61.8 |
|
|
|
12.8 |
|
|
|
58.6 |
|
|
|
12.4 |
|
|
Products and services |
|
|
148.3 |
|
|
|
17.3 |
|
|
|
118.5 |
|
|
|
14.3 |
|
|
Freight |
|
|
(0.3 |
) |
|
|
|
|
|
|
(0.3 |
) |
|
|
|
|
|
Total Building Materials business |
|
|
148.0 |
|
|
|
16.2 |
|
|
|
118.2 |
|
|
|
13.2 |
|
|
Magnesia Specialties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products |
|
|
28.4 |
|
|
|
43.5 |
|
|
|
26.1 |
|
|
|
43.5 |
|
|
Freight |
|
|
(0.9 |
) |
|
|
|
|
|
|
(0.9 |
) |
|
|
|
|
|
Total Magnesia Specialties |
|
|
27.5 |
|
|
|
38.8 |
|
|
|
25.2 |
|
|
|
38.4 |
|
|
Corporate |
|
|
(0.8 |
) |
|
|
|
|
|
|
(1.0 |
) |
|
|
|
|
|
Total |
|
$ |
174.7 |
|
|
|
17.8 |
|
|
$ |
142.4 |
|
|
|
14.9 |
|
Aggregates Products Gross Profit Rollforward
The following presents a rollforward of aggregates products gross profit (dollars in millions):
|
Aggregates products gross profit, quarter ended March 31, 2020 |
|
$ |
93.4 |
|
|
Volume |
|
|
(4.6 |
) |
|
Pricing |
|
|
18.9 |
|
|
Operational performance (1) |
|
|
14.1 |
|
|
Change in aggregates products gross profit |
|
|
28.4 |
|
|
Aggregates products gross profit, quarter ended March 31, 2021 |
|
$ |
121.8 |
|
|
(1) |
Inclusive of cost increases/decreases, product and geographic mix and other operating impacts |
Page 24 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter March 31, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
First Quarter Ended March 31, 2021
(Continued)
|
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
|
2021 |
|
|
2020 |
|
||||||||||
|
|
|
Amount |
|
|
% of Revenues |
|
|
Amount |
|
|
% of Revenues |
|
||||
|
|
|
(Dollars in Millions) |
|
|||||||||||||
|
Selling, general & administrative expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East Group |
|
$ |
24.2 |
|
|
|
|
|
|
$ |
24.7 |
|
|
|
|
|
|
West Group |
|
|
33.3 |
|
|
|
|
|
|
|
33.4 |
|
|
|
|
|
|
Total Building Materials business |
|
|
57.5 |
|
|
|
|
|
|
|
58.1 |
|
|
|
|
|
|
Magnesia Specialties |
|
|
3.7 |
|
|
|
|
|
|
|
3.5 |
|
|
|
|
|
|
Corporate |
|
|
18.6 |
|
|
|
|
|
|
|
17.1 |
|
|
|
|
|
|
Total |
|
$ |
79.8 |
|
|
|
8.1 |
|
|
$ |
78.7 |
|
|
|
8.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
East Group |
|
$ |
61.7 |
|
|
|
|
|
|
$ |
34.8 |
|
|
|
|
|
|
West Group |
|
|
31.9 |
|
|
|
|
|
|
|
22.7 |
|
|
|
|
|
|
Total Building Materials business |
|
|
93.6 |
|
|
|
|
|
|
|
57.5 |
|
|
|
|
|
|
Magnesia Specialties |
|
|
23.5 |
|
|
|
|
|
|
|
21.7 |
|
|
|
|
|
|
Corporate |
|
|
(17.8 |
) |
|
|
|
|
|
|
(21.4 |
) |
|
|
|
|
|
Total |
|
$ |
99.3 |
|
|
|
10.1 |
|
|
$ |
57.8 |
|
|
|
6.0 |
|
Building Materials Business
The following tables present aggregates products volume and pricing variance data and shipments data by segment:
|
|
|
Three Months Ended |
|
|||||
|
|
|
March 31, 2021 |
|
|||||
|
|
|
Volume |
|
|
Pricing |
|
||
|
Volume/Pricing variance(1) |
|
|
|
|
|
|
|
|
|
East Group |
|
|
0.2 |
% |
|
|
3.9 |
% |
|
West Group |
|
|
(7.7 |
)% |
|
|
1.9 |
% |
|
Total aggregates operations(2) |
|
|
(3.0 |
)% |
|
|
3.4 |
% |
Page 25 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter March 31, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
First Quarter Ended March 31, 2021
(Continued)
|
|
|
Three Months Ended |
|
|||||
|
|
|
March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
|
|
(Tons in Millions) |
|
|||||
|
Shipments |
|
|
|
|
|
|
|
|
|
East Group |
|
|
22.7 |
|
|
|
22.7 |
|
|
West Group |
|
|
14.4 |
|
|
|
15.6 |
|
|
Total aggregates operations(2) |
|
|
37.1 |
|
|
|
38.3 |
|
(1) Volume/pricing variances reflect the percentage increase/(decrease) from the comparable period in the prior year.
(2) Total aggregates operations include acquisitions from the date of acquisition and divestitures through the date of disposal.
The following table presents shipments data for the Building Materials business by product line:
|
|
|
Three Months Ended |
|
|||||
|
|
|
March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Shipments |
|
|
|
|
|
|
|
|
|
Aggregates (in millions): |
|
|
|
|
|
|
|
|
|
Tons to external customers |
|
|
34.5 |
|
|
|
36.0 |
|
|
Internal tons used in other product lines |
|
|
2.6 |
|
|
|
2.3 |
|
|
Total aggregates tons |
|
|
37.1 |
|
|
|
38.3 |
|
|
|
|
|
|
|
|
|
|
|
|
Cement (in millions): |
|
|
|
|
|
|
|
|
|
Tons to external customers |
|
|
0.6 |
|
|
|
0.7 |
|
|
Internal tons used in ready mixed concrete |
|
|
0.3 |
|
|
|
0.2 |
|
|
Total cement tons |
|
|
0.9 |
|
|
|
0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
Ready Mixed Concrete (in millions of cubic yards) |
|
|
2.1 |
|
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
Asphalt (in millions): |
|
|
|
|
|
|
|
|
|
Tons to external customers |
|
|
0.1 |
|
|
|
0.1 |
|
|
Internal tons used in paving business |
|
|
— |
|
|
|
0.1 |
|
|
Total asphalt tons |
|
|
0.1 |
|
|
|
0.2 |
|
The average selling price by product line for the Building Materials business is as follows:
|
|
|
Three Months Ended |
|
|||||||||
|
|
|
March 31, |
|
|||||||||
|
|
|
2021 |
|
|
2020 |
|
|
% Change |
|
|||
|
Aggregates (per ton) |
|
$ |
15.31 |
|
|
$ |
14.80 |
|
|
|
3.4 |
% |
|
Cement (per ton) |
|
$ |
115.49 |
|
|
$ |
113.77 |
|
|
|
1.5 |
% |
|
Ready Mixed Concrete (per cubic yard) |
|
$ |
112.12 |
|
|
$ |
114.35 |
|
|
|
(2.0 |
)% |
|
Asphalt (per ton) |
|
$ |
49.04 |
|
|
$ |
45.43 |
|
|
|
7.9 |
% |
Page 26 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter March 31, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
First Quarter Ended March 31, 2021
(Continued)
Aggregates End-Use Markets
Aggregates shipments to all end-use markets were broadly impacted by winter weather in most of the Company’s divisions that more than offset increased residential and nonresidential construction activity in the East Division.
Aggregates shipments to the infrastructure market declined, primarily driven by weather-related project delays and the timing of projects. The infrastructure market accounted for 30% of first-quarter aggregates shipments, below the Company’s most recent ten-year annual average of 43%.
Aggregates shipments to the nonresidential market declined, driven by reduced wind energy construction in the Midwest and lower energy-sector demand in Texas and Colorado. Additionally, the completion of certain projects and the delayed start of new projects due to weather hindered shipments to this end use. Further, the COVID-19 pandemic negatively impacted office and retail development. The nonresidential market represented 37% of first-quarter aggregates shipments.
Aggregates shipments to the residential market increased 9%. Low available inventory along with low interest rates continues to drive robust residential construction activity. The residential market accounted for 27% of first-quarter aggregates shipments.
The ChemRock/Rail market accounted for the remaining 6% of first-quarter aggregates shipments. Volumes to this end use decreased, driven by lower ballast shipments to the Class I western railroads.
Building Materials Business Product Lines
First-quarter aggregates shipments declined 3.0% compared with prior-year quarter. East Group shipments increased 0.2%, reflecting strong residential and nonresidential construction activity in the Carolinas, Georgia, Florida and Maryland, which more than offset the Midwest’s later start to the construction season, as compared with the prior year, as well as reduced wind energy construction activity. West Group shipments decreased 7.7%, despite robust underlying demand, due to unfavorable winter weather conditions in both Texas and Colorado and reduced energy-sector demand. Pricing increased 3.4%, or 2.5% on a mix-adjusted basis. In the East Group, pricing increased 3.9%, with improvements in both the East and Central divisions. Geographic mix limited the West Group’s pricing growth to 1.9%. Aggregates product gross margin increased 490 basis points to 21.3%, driven by pricing gains and lower overall costs for contract services and internal freight.
Cement shipments increased 0.3% despite the historic winter storm that effectively shut down the Company’s cement operations for 11 days in February. Notably, the Midlothian facility in North Texas experienced double-digit shipment growth for the quarter, demonstrating the robust demand in the Dallas/Fort Worth metroplex that more than offset weather-related impacts and reduced energy-sector activity in the South and West Texas. Pricing improved 1.5%, as lower sales of higher-priced oil-well specialty cement products into West Texas disproportionately impacted overall pricing growth. On a mix-adjusted basis, cement pricing increased 2.2%. Product gross margin declined 1,160 basis points to 14.0%, driven by storm-related incremental costs and inefficiencies caused by the weather-related shut downs.
Ready mixed concrete volume increased 26.5%, led by double-digit growth in Texas from large projects and incremental volume from operations acquired in August 2020. This growth more than offset weather-related shipment declines in Colorado. Pricing declined 2.0% in the first quarter, reflecting geographic mix from a lower percentage of higher-priced Colorado shipments. Product gross margin improved 520 basis points to 8.3%, driven primarily by higher shipments and improved delivery costs. Asphalt pricing increased 7.9% while a return to more normal winter weather conditions in Colorado contributed to the 36.2% decrease in asphalt shipments.
Page 27 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter March 31, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
First Quarter Ended March 31, 2021
(Continued)
Magnesia Specialties Business
Magnesia Specialties first-quarter product revenues increased 8.9% to $65.3 million, reflecting improved demand for chemicals and lime products. Product gross profit was $28.4 million compared with $26.1 million. Product gross margin was 43.5%, flat compared with prior-year quarter. First-quarter earnings from operations were $23.5 million in 2021 compared with $21.7 million in 2020.
Consolidated Operating Results
Consolidated SG&A for first quarter 2021 was 8.1% of total revenues compared with 8.2% in the prior-year quarter. During first-quarter 2021, the Company incurred $0.9 million in COVID-19 related expenses for enhanced personal protective equipment, as well as cleaning and sanitizing protocols across the Company’s operations, which are recorded in SG&A. Earnings from operations for the quarter were $99.3 million in 2021 compared with $57.8 million in 2020.
Among other items, other operating (income) and expenses, net, includes gains and losses on the sale of assets; recoveries and write-offs related to customer accounts receivable; rental, royalty and services income; accretion expense, depreciation expense and gains and losses related to asset retirement obligations. For the first quarter, consolidated other operating (income) expenses, net, was income of $5.6 million in 2021 and expense of $5.6 million in 2020. The year-over-year change reflects higher gains on assets sales and lower credit losses.
Other nonoperating (income) and expenses, net, includes interest income; pension and postretirement benefit cost excluding service cost; foreign currency transaction gains and losses; equity earnings or losses from nonconsolidated affiliates and other miscellaneous income and expenses. For the first quarter, other nonoperating (income) and expenses, net, was income of $9.5 million and expense of $2.0 million in 2021 and 2020, respectively. The 2021 amount reflected lower pension expense of $3.3 million. Additionally, the 2020 expense included a $5.6 million charge to finance third-party railroad maintenance.
Income Tax Expense
For the three months ended March 31, 2021, the effective income tax rate was 19.5%. For the three months ended March 31, 2020, the effective income tax rate of 0.6% reflected a $6.9 million discrete benefit from financing third-party railroad track maintenance. In exchange, the Company received a federal income tax credit and deduction.
Page 28 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter March 31, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
First Quarter Ended March 31, 2021
(Continued)
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended March 31, cash provided by operating activities was $191.9 million in 2021 compared with $106.7 million in 2020. 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, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
|
|
(Dollars in Millions) |
|
|||||
|
Depreciation |
|
$ |
84.7 |
|
|
$ |
83.1 |
|
|
Depletion |
|
|
6.8 |
|
|
|
7.0 |
|
|
Amortization |
|
|
7.1 |
|
|
|
4.9 |
|
|
Total |
|
$ |
98.6 |
|
|
$ |
95.0 |
|
The seasonal nature of construction activity impacts the Company’s quarterly operating cash flow when compared with the full year. Full-year 2020 net cash provided by operating activities was $1,050.1 million.
During the three months ended March 31, 2021, the Company paid $110.3 million for capital investments.
The Company can repurchase its common stock through open-market purchases pursuant to authority granted by its Board of Directors or through private transactions at such prices and upon such terms as the Chief Executive Officer deems appropriate. The Company did not repurchase any shares of common stock during the first three months of 2021. At March 31, 2021, 13,520,952 shares of common stock were remaining under the Company’s repurchase authorization.
On April 30, 2021, the Company completed the acquisition of Tiller Corporation (Tiller), a leading aggregates and hot mix asphalt supplier in the Minneapolis/St. Paul region, one of the largest and fastest growing midwestern metropolitan areas and complements the Company’s existing Central Division’s product offerings in the surrounding areas. The Company financed the acquisition using available cash and borrowings under its credit facilities.
The Company, through a wholly-owned special-purpose subsidiary, has a $400 million trade receivable securitization facility (the Trade Receivable Facility), which expires on September 22, 2021. The Trade Receivable Facility contains a cross-default provision to the Company’s other debt agreements.
The Company has a $700 million five-year senior unsecured revolving facility (the Revolving Facility), which expires on December 5, 2024. The Revolving Facility requires the Company’s ratio of consolidated debt-to-consolidated EBITDA, as defined, for the trailing-twelve-month period (the Ratio) to not exceed 3.50x as of the end of any fiscal quarter, provided that the Company may exclude from the Ratio debt incurred in connection with certain acquisitions during the quarter or the three preceding quarters so long as the Ratio calculated without such exclusion does not exceed 3.75x. Additionally, if there are no amounts outstanding under the Revolving Facility and the Trade Receivable Facility, consolidated debt, including debt for which the Company is a co-borrower, may be reduced by the Company’s unrestricted cash and cash equivalents in excess of $50 million, such reduction not to exceed $200 million, for purposes of the covenant calculation.
Page 29 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter March 31, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
First Quarter Ended March 31, 2021
(Continued)
The Ratio is calculated as debt, including debt for which the Company is a co-borrower, divided by consolidated EBITDA, as defined by the Company’s Revolving Facility, for the trailing-twelve months. Consolidated EBITDA is generally defined as earnings before interest expense, income tax expense, and depreciation and amortization expense. Additionally, stock-based compensation expense is added back and interest income is deducted in the calculation of consolidated EBITDA. During periods that include an acquisition, pre-acquisition adjusted EBITDA of the acquired company is added to consolidated EBITDA as if the acquisition occurred on the first day of the calculation period. Certain other nonrecurring items, if they occur, can affect the calculation of consolidated EBITDA.
At March 31, 2021, the Company’s ratio of consolidated net debt-to-consolidated EBITDA, as defined by the Company’s Revolving Facility, for the trailing-twelve months was 1.74 times and was calculated as follows:
|
|
|
April 1, 2020 to |
|
|
|
|
|
March 31, 2021 |
|
|
|
|
|
(Dollars in Millions) |
|
|
|
Earnings from continuing operations attributable to Martin Marietta |
|
$ |
760.4 |
|
|
Add back: |
|
|
|
|
|
Interest expense |
|
|
115.7 |
|
|
Income tax expense |
|
|
183.8 |
|
|
Depreciation, depletion and amortization expense |
|
|
393.2 |
|
|
Stock-based compensation expense |
|
|
28.4 |
|
|
|
|
|
|
|
|
Deduct: |
|
|
|
|
|
Interest income |
|
|
(0.3 |
) |
|
Consolidated EBITDA, as defined by the Company’s Revolving Facility |
|
$ |
1,481.2 |
|
|
Consolidated net debt, as defined and including debt for which the Company is a co-borrower, at March 31, 2021 |
|
$ |
2,571.7 |
|
|
Consolidated net debt-to-consolidated EBITDA, as defined by the Company’s Revolving Facility, at March 31, 2021 for the trailing-twelve months EBITDA |
|
1.74 times |
|
|
In the event of a default on the Ratio, the lenders can terminate the Revolving Facility and Trade Receivable Facility and declare any outstanding balances as immediately due. There were no borrowings under the credit facilities as of March 31, 2021.
Cash on hand, along with the Company’s projected internal cash flows and availability of financing resources, including its access to debt and equity capital markets, is expected to continue to be sufficient to provide the capital resources necessary to support anticipated operating needs, cover debt service requirements, address near-term debt maturities, meet capital expenditures and discretionary investment needs, fund certain acquisition opportunities that may arise, allow the repurchase of shares of the Company’s common stock when the repurchase program is resumed and allow for payment of dividends for the foreseeable future. Any future significant strategic acquisition for cash would likely require an appropriate balance of newly-issued equity with debt in order to maintain a composite investment-grade credit rating. At March 31, 2021, the Company had $1,097.4 million of unused borrowing capacity under its Revolving Facility and Trade Receivable Facility, subject to complying with the related leverage covenant. Historically, the Company has successfully extended the maturity dates of these credit facilities. Further, as of March 31, 2021, the Company does not have any publicly-traded debt that matures prior to 2024.
Page 30 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter March 31, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
First Quarter Ended March 31, 2021
(Continued)
As of March 31, 2021, the Company had restricted cash of $40.9 million for the purchase of like-kind exchange replacement assets under Section 1031 of the Internal Revenue Code and related IRS procedures (Section 1031) available to use until June 15, 2021.
The Coronavirus Aid, Relief and Economic Security Act (CARES Act) was signed into law in March 2020 and provided liquidity support for businesses. Through the CARES Act, the Company deferred the payment of $27.6 million, representing the 6.2% employer share of Social Security taxes for the period from March 27, 2020 through December 31, 2020. Half of the deferred obligation will be due December 31, 2021 and the remaining half will be due December 31, 2022. There will be no interest assessed on amounts deferred.
TRENDS AND RISKS
The Company outlined the risks associated with its business in its Annual Report on Form 10-K for the year ended December 31, 2020. Management continues to evaluate its exposure to all operating risks on an ongoing basis.
OTHER MATTERS
If you are interested in Martin Marietta stock, management recommends that, at a minimum, you read the Company’s current annual report and Forms 10-K, 10-Q and 8-K reports to the Securities and Exchange Commission (SEC) over the past year. The Company’s recent proxy statement for the annual meeting of shareholders also contains important information. These and other materials that have been filed with the SEC are accessible through the Company’s website at www.martinmarietta.com and are also available at the SEC’s website at www.sec.gov. You may also write or call the Company’s Corporate Secretary, who will provide copies of such reports.
Investors are cautioned that all statements in this Form 10-Q that relate to the future involve risks and uncertainties, and are based on assumptions that the Company believes in good faith are reasonable but which may be materially different from actual results. These statements, which are forward-looking statements under the Private Securities Litigation Reform Act of 1995, provide the investor with the Company’s expectations or forecasts of future events. You can identify these statements by the fact that they do not relate only to historical or current facts. They may use words such as “anticipate,” “expect,” “should be,” “believe,” “will,” and other words of similar meaning in connection with future events or future operating or financial performance. Any or all of management’s forward-looking statements here and in other publications may turn out to be wrong.
The Company’s outlook is subject to various risks and uncertainties, and is based on assumptions that the Company believes in good faith are reasonable but which may be materially different from actual results. Factors that the Company currently believes could cause actual results to differ materially from the forward-looking statements in this Form 10-Q (including the outlook) include, but are not limited to: the ability of the Company to face challenges, including those posed by the COVID-19 pandemic and implementation of any such related response plans; fluctuations in COVID-19 cases in the United States and the extent that geography of outbreak primarily matches the regions in which the Company’s Building Materials business principally operates; the resiliency and potential declines of the Company’s various construction end-use markets; the potential negative impact of the COVID-19 pandemic on the Company’s ability to continue supplying heavy-side building materials and related services at normal levels or at all in the Company’s key regions; the duration, impact and severity of the impact of the COVID-19 pandemic on the Company, including the markets in which the Company does business, its suppliers, customers or other business partners as well as the Company’s employees; the economic impact of government responses to the pandemic; the performance of the United States economy, including the impact on the economy of the COVID-19 pandemic and governmental orders
Page 31 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter March 31, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
First Quarter Ended March 31, 2021
(Continued)
restricting activities imposed to prevent further outbreak of COVID-19; shipment declines resulting from economic events beyond the Company’s control; a widespread decline in aggregates pricing, including a decline in aggregates shipment volume negatively affecting aggregates price; the history of both cement and ready mixed concrete being subject to significant changes in supply, demand and price fluctuations; the termination, capping and/or reduction or suspension of the federal and/or state gasoline tax(es) or other revenue related to public construction; the level and timing of federal, state or local transportation or infrastructure or public projects funding, most particularly in Texas, Colorado, North Carolina, Georgia, Iowa and Maryland; the impact of governmental orders restricting activities imposed to prevent further outbreak of COVID-19 on travel, potentially reducing state fuel tax revenues used to fund highway projects; the United States Congress’ inability to reach agreement among themselves or with the Administration on policy issues that impact the federal budget; the ability of states and/or other entities to finance approved projects either with tax revenues or alternative financing structures; levels of construction spending in the markets the Company serves; a reduction in defense spending and the subsequent impact on construction activity on or near military bases; a decline in the commercial component of the nonresidential construction market, notably office and retail space, including a decline resulting from economic distress related to the COVID-19 pandemic; a decline in energy-related construction activity resulting from a sustained period of low global oil prices or changes in oil production patterns or capital spending in response to this decline, particularly in Texas; increasing residential mortgage rates and other factors that could result in a slowdown in residential construction; unfavorable weather conditions, particularly Atlantic Ocean and Gulf of Mexico hurricane activity, the late start to spring or the early onset of winter and the impact of a drought or excessive rainfall in the markets served by the Company, any of which can significantly affect production schedules, volumes, product and/or geographic mix and profitability; whether the Company’s operations will continue to be treated as “essential” operations under applicable government orders restricting business activities imposed to prevent further outbreak of COVID-19 or, even if so treated, whether site-specific health and safety concerns might otherwise require certain of the Company’s operations to be halted for some period of time; the volatility of fuel costs, particularly diesel fuel, and the impact on the cost, or the availability generally, of other consumables, namely steel, explosives, tires and conveyor belts, and with respect to the Company’s Magnesia Specialties business, natural gas; continued increases in the cost of other repair and supply parts; construction labor shortages and/or supply‐chain challenges; unexpected equipment failures, unscheduled maintenance, industrial accident or other prolonged and/or significant disruption to production facilities; increasing governmental regulation, including environmental laws; the failure of relevant government agencies to implement expected regulatory reductions; transportation availability or a sustained reduction in capital investment by the railroads, notably the availability of railcars, locomotive power and the condition of rail infrastructure to move trains to supply the Company’s Texas, Colorado, Florida, Carolinas and the Gulf Coast markets, including the movement of essential dolomitic lime for magnesia chemicals to the Company’s plant in Manistee, Michigan and its customers; increased transportation costs, including increases from higher or fluctuating passed-through energy costs or fuel surcharges, and other costs to comply with tightening regulations, as well as higher volumes of rail and water shipments (leading to reduced profit margins when compared with aggregates moved by truck); availability of trucks and licensed drivers for transport of the Company’s materials; availability and cost of construction equipment in the United States; weakening in the steel industry markets served by the Company’s dolomitic lime products; trade disputes with one or more nations impacting the U.S. economy, including the impact of tariffs on the steel industry; unplanned changes in costs or realignment of customers that introduce volatility to earnings, including the Magnesia Specialties business; proper functioning of information technology and automated operating systems to manage or support operations; inflation and its effect on both production and interest costs; the concentration of customers in construction markets and the increased risk of potential losses on customer receivables; the impact of the level of demand in the Company’s end-use markets, production levels and management of production costs on the operating leverage and therefore profitability of the Company; the possibility that the expected synergies
Page 32 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter March 31, 2021
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
First Quarter Ended March 31, 2021
(Continued)
from acquisitions will not be realized or will not be realized within the expected time period, including achieving anticipated profitability to maintain compliance with the Company’s leverage ratio debt covenant; changes in tax laws, the interpretation of such laws and/or administrative practices that would increase the Company’s tax rate; violation of the Company’s debt covenant if price and/or volumes return to previous levels of instability; downward pressure on the Company’s common stock price and its impact on goodwill impairment evaluations; the possibility of a reduction of the Company’s credit rating to non-investment grade; and other risk factors listed from time to time found in the Company’s filings with the SEC.
You should consider these forward-looking statements in light of risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and other periodic filings made with the SEC. All of the Company’s forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to the Company or that the Company considers immaterial could affect the accuracy of its forward-looking statements, or adversely affect or be material to the Company. The Company assumes no obligation to update any such forward-looking statements.
INVESTOR ACCESS TO COMPANY FILINGS
Shareholders may obtain, without charge, a copy of Martin Marietta’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2020, by writing to:
Martin Marietta
Attn: Corporate Secretary
4123 Parklake Avenue
Raleigh, North Carolina 27612
Additionally, Martin Marietta’s Annual Report, press releases and filings with the Securities and Exchange Commission, including Forms 10-K, 10-Q, 8-K and 11-K, can generally be accessed via the Company’s website. Filings with the Securities and Exchange Commission accessed via the website are available through a link with the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Accordingly, access to such filings is available upon EDGAR placing the related document in its database. Investor relations contact information is as follows:
Telephone: (919) 783-4691
Website address: www.martinmarietta.com
Information included on the Company’s website is not incorporated into, or otherwise create a part of, this report.
Page 33 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The COVID-19 pandemic continues to impact the global and domestic economy. The Company’s operations have to date been considered “essential” operations under applicable governmental orders that restrict activities in an effort to prevent further outbreak of COVID-19. As such, the Company is conducting business with certain modifications, including having non-operational personnel working remotely; limiting site access to necessary employees and critical third parties; engaging medical experts to screen those who may have had COVID-19 exposure before allowing access to sites; enhancing the cleaning and disinfection of equipment and common areas, including engaging third-party specialists to disinfect work spaces; and issuing a quarantine policy requiring employees with COVID-19 symptoms to stay home for at least 14 days, among other things. The Company continues to actively monitor the situation and may take further actions that alter its business operations including any that may be required by federal, state or local authorities or that the Company determines are in the best interests of its employees, customers, suppliers, vendors, communities and other stakeholders.
Demand for aggregates products, particularly in the infrastructure construction market, is affected by federal, state and local budget and deficit issues. Remote working and stay-at-home orders and other guidelines are reducing miles driven, which is having a negative impact on various revenue streams that fund roadway projects. Further, delays or cancellations of projects in the nonresidential and residential construction markets could occur if companies and consumers are unable to obtain financing for construction projects or if consumer confidence continues to be eroded by economic uncertainty. The residential construction market accounted for 24% of the Company’s aggregates shipments in 2020 and 27% in the first three months of 2021.
The Company’s operations are highly dependent upon the interest rate-sensitive construction and steelmaking industries. Consequently, these marketplaces could experience lower levels of economic activity in an environment of rising interest rates or escalating costs.
Aside from these inherent risks from within its operations, the Company’s earnings are also affected by changes in short-term interest rates.
Variable-Rate Borrowing Facilities. At March 31, 2021, the Company had a $700 million Revolving Facility and a $400 million Trade Receivable Facility. Borrowings under these facilities bear interest at a variable interest rate. There were no borrowings outstanding on either facility at March 31, 2021.
Pension Expense. The Company’s results of operations are affected by its pension expense. Assumptions that affect pension expense include the discount rate and, for the qualified defined benefit pension plan only, the expected long-term rate of return on assets. Therefore, the Company has interest rate risk associated with these factors. The impact of hypothetical changes in these assumptions on the Company’s annual pension expense is discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. As of March 31, 2021, discount rates were approximately 70 basis points higher than the rate selected as of December 31, 2020, the most recent measurement date. Unless an event requires an interim remeasurement, the Company will next remeasure its pension obligation and funded status as of December 31, 2021. Changes in the discount rate and pension asset values will impact 2022 pension expense.
Energy Costs. Energy costs, including diesel fuel, natural gas, coal and liquid asphalt, represent significant production costs of the Company. The cement operations and Magnesia Specialties business have fixed price agreements covering a majority of their 2021 coal requirements. Energy expense for the three months ended March 31, 2021 decreased approximately 4% compared with the prior-year period, due to lower electricity, diesel and coal costs in 2021; however, any future energy prices cannot be reliably predicted. A hypothetical price change of 4%, which represents the quarter-over-quarter change in the Company’s energy expense, would change full year 2021 energy expense by $9 million as compared with 2020, assuming constant volumes.
Page 34 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
(Continued)
Commodity Risk. Cement is a commodity, and competition is based principally on price, which is highly sensitive to changes in supply and demand. Prices are often subject to material changes in response to relatively minor fluctuations in supply and demand, general economic conditions and other market conditions beyond the Company’s control. Increases in the production capacity of industry participants or increases in cement imports tend to create an oversupply of such products leading to an imbalance between supply and demand, which can have a negative impact on product prices. There can be no assurance that prices for products sold will not decline in the future or that such declines will not have a material adverse effect on the Company’s business, financial condition and results of operations. Assuming full year 2020 cement product revenues of $453 million, a hypothetical 10% change in sales price would impact cement product revenues by $45.3 million.
Cement is a key raw material in the production of ready mixed concrete. The Company may be unable to pass along increases in the costs of cement and raw materials to customers in the form of price increases for the Company’s products. A hypothetical 10% change in cement costs in 2021 compared with 2020, assuming constant volumes, would change the ready mixed concrete product line cost of revenues by $25.5 million. While increases in cement pricing may negatively impact the profitability of the ready mixed concrete operations, the cement business would benefit, although the positive impact may not reflect a direct correlation to the impact on the ready mix business.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. As of March 31, 2021, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and the operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2021. There were no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Page 35 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
PART II- OTHER INFORMATION
Item 1. Legal Proceedings.
Certain legal proceedings in which the Company is involved are discussed in Note O to the consolidated financial statements and Part I, Item 3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. See also Note 8 Commitments and Contingencies, Legal and Administrative Proceedings, of this Form 10-Q.
Item 1A. Risk Factors.
Reference is made to Part I. Item 1A. Risk Factors and Forward-Looking Statements of the Martin Marietta Annual Report on Form 10-K for the year ended December 31, 2020.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
ISSUER PURCHASES OF EQUITY SECURITIES
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Total Number of Shares |
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Maximum Number of |
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||
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Purchased as Part of |
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Shares that May Yet |
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Total Number of |
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Average Price |
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Publicly Announced |
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be Purchased Under |
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Period |
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Shares Purchased |
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Paid per Share |
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Plans or Programs |
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the Plans or Programs |
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||||
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January 1, 2021 - January 31, 2021 |
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— |
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$ |
— |
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|
|
— |
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13,520,952 |
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February 1, 2021 - February 28, 2021 |
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— |
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$ |
— |
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|
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— |
|
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13,520,952 |
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March 1, 2021 - March 31, 2021 |
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— |
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$ |
— |
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— |
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13,520,952 |
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Total |
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— |
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— |
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Reference is made to the press release dated February 10, 2015 for the December 31, 2014 fourth-quarter and full-year results and announcement of the share repurchase program. The Company’s Board of Directors authorized a maximum of 20 million shares to be repurchased under the program. The program does not have an expiration date.
Item 4. Mine Safety Disclosures.
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this Quarterly Report on Form 10-Q.
Page 36 of 38
MARTIN MARIETTA MATERIALS, INC. AND CONSOLIDATED SUBSIDIARIES
FORM 10-Q
For the Quarter Ended March 31, 2021
PART II- OTHER INFORMATION
(Continued)
Item 6. Exhibits.
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Exhibit No. |
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Document |
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Certification dated May 4, 2021 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 |
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Certification dated May 4, 2021 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 |
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Written Statement dated May 4, 2021 of Chief Executive Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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Written Statement dated May 4, 2021 of Chief Financial Officer required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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Mine Safety Disclosures |
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101.INS |
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Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase |
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104 |
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
Page 37 of 38
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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MARTIN MARIETTA MATERIALS, INC. |
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(Registrant) |
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Date: May 4, 2021 |
By: |
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/s/ James A. J. Nickolas |
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James A. J. Nickolas |
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Sr. Vice President and |
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Chief Financial Officer |
Page 38 of 38
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:
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1. |
I have reviewed this Form 10-Q of Martin Marietta Materials, Inc.; |
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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; |
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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; |
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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: |
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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; |
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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; |
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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 |
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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 (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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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): |
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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 |
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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. |
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Date: May 4, 2021 |
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By: |
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/s/ C. Howard Nye |
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C. Howard Nye |
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Chairman, President and |
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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, James A. J. Nickolas, certify that:
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1. |
I have reviewed this Form 10-Q of Martin Marietta Materials, Inc.; |
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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; |
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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; |
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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: |
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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; |
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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; |
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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 |
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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 (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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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): |
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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 |
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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. |
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Date: May 4, 2021 |
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By: |
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/s/ James A. J. Nickolas |
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James A. J. Nickolas |
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Sr. Vice President and |
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Chief Financial Officer |
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, 2021 (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:
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(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 |
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(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
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/s/ C. Howard Nye |
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C. Howard Nye |
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Chairman, President and |
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Chief Executive Officer |
Dated: May 4, 2021
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, 2021 (the “Report”) of Martin Marietta Materials, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, James A. J. Nickolas, the Chief Financial Officer of the Registrant, certify, to the best of my knowledge, that:
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(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 |
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(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
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/s/ James A. J. Nickolas |
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James A. J. Nickolas |
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Sr. Vice President and |
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Chief Financial Officer |
Dated: May 4, 2021
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, 2021:
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• |
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 an S&S violation). MSHA inspectors will classify each citation or order written as an S&S violation or not. |
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• |
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. |
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• |
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 |
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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. |
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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. |
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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, 2021, 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
|
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 |
3101636 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Amelia Quarry |
4407372 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
American Stone |
3100189 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Anderson Creek Quarry |
4402963 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Appling Quarry |
0901083 |
0 |
0 |
0 |
0 |
0 |
|
$ |
125 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Arrowood Quarry |
3100059 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Asheboro Quarry |
3100066 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Auburn Al Quarry |
0100006 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Auburn GA Quarry |
0900436 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Augusta GA Quarry |
0900065 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Bakers Quarry |
3100071 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Ball Ground Quarry |
0900955 |
0 |
0 |
0 |
0 |
0 |
|
$ |
187 |
|
0 |
no |
no |
1 |
0 |
0 |
|
|
Belgrade Quarry |
3100064 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Benson Quarry |
3101979 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Berkeley Quarry |
3800072 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Bessemer City Quarry |
3101105 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Black Ankle Quarry |
3102220 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Bonds Quarry |
3101963 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Boonesboro Quarry |
1800024 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Burlington Quarry |
3100042 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Caldwell Quarry |
3101869 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Calhoun Quarry |
4003395 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Calhoun Sand |
3800716 |
0 |
0 |
0 |
0 |
0 |
|
$ |
125 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Castle Hayne Quarry |
3100063 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Cayce |
3800016 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Central Rock Quarry |
3100050 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Charlotte Quarry |
3100057 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
Appendix 1
|
Chattanooga Quarry |
4003159 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Churchville Quarry |
1800012 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Clarks Quarry |
3102009 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Cumberland Quarry |
3102237 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Cumming Quarry |
0900460 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
1 |
1 |
0 |
|
|
Denver Quarry |
3101971 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Doswell Quarry VA |
4400045 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Douglasville Quarry |
0900024 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
East Alamance Quarry |
3102021 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Edgefield Quarry |
3800738 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Edmund Sand |
3800662 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Fountain Quarry |
3100065 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Franklin Quarry |
3102130 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Frederick Quarry |
1800013 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Fuquay Quarry |
3102055 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Garner Quarry |
3100072 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Georgetown II Quarry |
3800525 |
0 |
0 |
0 |
0 |
0 |
|
$ |
125 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Greensboro Portable Plt |
3102336 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Greensboro Portable Plt II |
3102335 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Hickory Quarry |
3100043 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Hicone |
3102088 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Jamestown Quarry |
3100051 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Jefferson Quarry |
0901106 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Junction City Quarry |
0901029 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Kannapolis Quarry |
3100070 |
0 |
0 |
0 |
0 |
0 |
|
$ |
125 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Kent Sand & Gravel |
1800745 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Kings Mountain Quarry |
3100047 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Lemon Springs Quarry |
3101104 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Lithonia Quarry |
0900023 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Loamy Sand Gravel |
3800721 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Maiden Quarry |
3102125 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Mallard Creek Quarry |
3102006 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Matthews Quarry |
3102084 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Maylene Quarry |
0100634 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Medford Quarry |
1800035 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
Appendix 1
|
Midlothian Quarry |
4403767 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Misc Greensboro District |
B8611 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Morgan County |
0901126 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Newton Quarry |
0900899 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
North Columbia |
3800146 |
1 |
0 |
0 |
0 |
0 |
|
$ |
125 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
North East Quarry |
1800417 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Old Charleston Sand |
3800702 |
0 |
0 |
0 |
0 |
0 |
|
$ |
125 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
O'Neal Plant Co 19 |
0103076 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Onslow Quarry |
3102120 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Paulding Quarry |
0901107 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Perry Quarry |
0801083 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Pinesburg Quarry |
1800021 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Pomona Quarry |
3100052 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Raleigh Durham Quarry |
3101941 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Red Hill Quarry |
4400072 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Red Oak Quarry |
0900069 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Reidsville Quarry |
3100068 |
0 |
0 |
0 |
0 |
0 |
|
$ |
125 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Rock Hill Quarry |
3800026 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
1 |
|
|
Ruby Quarry |
0900074 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Salem Stone |
3102038 |
0 |
0 |
0 |
0 |
0 |
|
$ |
159 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Six Mile Quarry |
0901144 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
St. Marys Sand Company |
0901199 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Statesville Quarry |
3100055 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Texas Quarry |
1800009 |
1 |
0 |
0 |
0 |
0 |
|
$ |
728 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Thomasville Quarry |
3101475 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Tyrone Quarry |
0900306 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Vance Quarry Co 19 |
0103022 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Warfordsburg Quarry |
3600168 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Warrenton Quarry |
0900580 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Wilmington Sand |
3101308 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Wilson Quarry |
3102230 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Woodleaf Quarry |
3100069 |
0 |
0 |
0 |
0 |
0 |
|
$ |
125 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
(45) North Indianapolis SURFACE |
1200002 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Alden Portable Plant #2 |
1302033 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
Appendix 1
|
Alden Portable Sand |
1302037 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Alden Quarry |
1300228 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Ames Mine |
1300014 |
0 |
0 |
0 |
0 |
0 |
|
$ |
1,255 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Apple Grove S G |
3301676 |
0 |
0 |
0 |
0 |
0 |
|
$ |
125 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Belmont Sand |
1201911 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Bowling Green North Quarry |
1500065 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Bowling Green South Quarry |
1500025 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
1 |
|
|
Burning Springs Mine |
4608862 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Carmel Sand |
1202124 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Cedar Rapids Quarry |
1300122 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Cedarville Quarry |
3304072 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Cloverdale Quarry |
1201744 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Cumberland Quarry |
1500037 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Des Moines Portable |
1300150 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Des Moines Portable #2 |
1300932 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Dubois Quarry |
2501046 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Durham Mine |
1301225 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
E Town Sand Gravel |
3304279 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Earlham Quarry |
1302123 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Fairfield Quarry |
3301396 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Ferguson Quarry |
1300124 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Fort Dodge Mine |
1300032 |
0 |
0 |
0 |
0 |
0 |
|
$ |
500 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Greenwood Quarry New |
2300141 |
0 |
0 |
0 |
0 |
0 |
|
$ |
500 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Harlan Quarry |
1500071 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Hartford Quarry |
1500095 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Inactive Iowa Grading |
1302126 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Iowa Grading |
1302316 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Kentucky Ave Mine |
1201762 |
0 |
0 |
0 |
0 |
0 |
|
$ |
1,915 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Kokomo Mine |
1202105 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Kokomo Sand |
1202203 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Kokomo Stone |
1200142 |
0 |
0 |
0 |
0 |
0 |
|
$ |
500 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Linn County Sand |
1302208 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Malcom Mine |
1300112 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Marshalltown Sand |
1300718 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Midwest Division OH |
A2354 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
Appendix 1
|
Moore Quarry |
1302188 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
New Harvey Sand |
1301778 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Noblesville Sand |
1201994 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Noblesville Stone |
1202176 |
1 |
0 |
0 |
0 |
0 |
|
$ |
666 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
North Indianapolis Quarry |
1201993 |
0 |
0 |
0 |
0 |
0 |
|
$ |
250 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
North Valley Sand |
2501271 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Ottawa Quarry New |
1401590 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Pedersen Quarry |
1302192 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Petersburg Ky Gravel |
1516895 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Phillipsburg Quarry |
3300006 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Portland Quarry |
1302122 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Raccoon River Sand |
1302315 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Randolph Mine |
2302308 |
0 |
0 |
0 |
0 |
0 |
|
$ |
375 |
|
0 |
no |
no |
0 |
0 |
1 |
|
|
Reasnor Sand |
1300814 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Saylorville Sand |
1302290 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Shamrock SG |
3304011 |
0 |
0 |
0 |
0 |
0 |
|
$ |
250 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Spring Valley Cook Rd SG |
3304534 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
St Cloud Quarry |
2100081 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Stamper Mine |
2302232 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
1 |
|
|
Sully Mine |
1300063 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Sunflower Qy Co 61 |
1401556 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Troy Gravel |
3301678 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Waverly Sand |
1202038 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Weeping Water Mine |
2500998 |
2 |
0 |
0 |
0 |
1 |
|
$ |
2,166 |
|
0 |
no |
no |
1 |
0 |
1 |
|
|
West Center Sand |
2501231 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Xenia Gravel |
3301393 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Yellow Medicine Quarry |
2100033 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Granite Canyon Quarry |
4800018 |
0 |
0 |
0 |
0 |
0 |
|
$ |
409 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Greeley 35th Ready Mix |
0503215 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Greeley 35th Sand Gravel |
0504613 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Guernsey Quarry |
4800004 |
1 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Milford Quarry Utah |
4202177 |
1 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Pacific Quarry |
4500844 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Parkdale Quarry |
0504635 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Parsons Sand Gravel |
0504382 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
Appendix 1
|
Penrose Sand and Gravel |
0504509 |
0 |
0 |
0 |
0 |
0 |
|
$ |
271 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Platte Sand & Gravel |
0504418 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Portable Crushing |
0503984 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Portable Plant 1 |
0504359 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Portable Plant 21 |
0504520 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Red Canyon Quarry |
0504136 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Riverbend Sand Gravel |
0504841 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Spanish Springs Quarry Co 2 |
2600803 |
1 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Spec Agg Quarry |
0500860 |
0 |
0 |
0 |
0 |
0 |
|
$ |
125 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Taft Sand Gravel |
0504526 |
0 |
0 |
0 |
0 |
0 |
|
$ |
146 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Taft Shop |
0504735 |
0 |
0 |
0 |
0 |
0 |
|
$ |
125 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
51 Sand & Gravel |
4105381 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Beckmann Quarry |
4101335 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
1 |
1 |
0 |
|
|
Bedrock Sand Gravel |
4103283 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Bells Savoy SG |
4104019 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Black Rock Quarry |
0300011 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Black Spur Quarry |
4104159 |
0 |
0 |
0 |
0 |
0 |
|
$ |
875 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Bridgeport Stone |
4100007 |
0 |
0 |
0 |
0 |
0 |
|
$ |
125 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Broken Bow SG |
3400460 |
0 |
0 |
0 |
0 |
0 |
|
$ |
125 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Chico Quarry |
4103360 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Davis Quarry |
3401299 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Garfield SG |
4103909 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Garwood Gravel |
4102886 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
GMS |
C335 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Gulf Coast Port #2 |
4104204 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Hatton Quarry |
0301614 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Helotes |
4103137 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Highway 211 Quarry |
4103829 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Hondo |
4104708 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Hondo West |
4104090 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Hugo Quarry |
3400061 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Hunter Cement |
4102820 |
1 |
0 |
0 |
0 |
0 |
|
$ |
2,374 |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Hunter Stone |
4105230 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Idabel Quarry |
3400507 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Jones Mill Quarry |
0301586 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
Appendix 1
|
Koontz McCombs Pit |
4105048 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Medina Rock Rail |
4105170 |
0 |
0 |
0 |
0 |
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
|
Midlothian Cement |
4100071 |
0 |
0 |
0 |
0 |
|
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
Mill Creek Limestone |
3401859 |
0 |
0 |
0 |
0 |
|
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
Mill Creek Quarry |
3401285 |
0 |
0 |
0 |
0 |
|
0 |
|
$ |
125 |
|
0 |
no |
no |
0 |
0 |
0 |
|
Perryville Aggregates |
1601417 |
0 |
0 |
0 |
0 |
|
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
Poteet Sand |
4101342 |
1 |
0 |
0 |
0 |
|
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
Rio Medina |
4103594 |
1 |
0 |
0 |
0 |
|
0 |
|
$ |
856 |
|
0 |
no |
no |
0 |
0 |
0 |
|
San Pedro Quarry |
4101337 |
0 |
0 |
0 |
0 |
|
0 |
|
$ |
125 |
|
0 |
no |
no |
0 |
0 |
0 |
|
Sawyer Quarry |
3401634 |
1 |
0 |
0 |
0 |
|
0 |
|
$ |
257 |
|
0 |
no |
no |
0 |
0 |
0 |
|
Smithson Valley Quarry |
4104108 |
0 |
0 |
0 |
0 |
|
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
Snyder Quarry |
3401651 |
0 |
0 |
0 |
0 |
|
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
Tin Top SG |
4102852 |
0 |
0 |
0 |
0 |
|
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
Washita Quarry |
3402049 |
0 |
0 |
0 |
0 |
|
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
Webberville |
4104363 |
0 |
0 |
0 |
0 |
|
0 |
|
$ |
125 |
|
0 |
no |
no |
0 |
0 |
0 |
|
Woodworth Aggregates |
1601070 |
0 |
0 |
0 |
0 |
|
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
Geology and Exploration |
B7127 |
0 |
0 |
0 |
0 |
|
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
Salisbury Shop |
3101235 |
0 |
0 |
0 |
0 |
|
0 |
|
$ |
- |
|
0 |
no |
no |
0 |
0 |
0 |
|
Woodville Stone |
3300156 |
2 |
0 |
0 |
0 |
|
0 |
|
$ |
- |
|
0 |
no |
no |
1 |
1 |
0 |
|
TOTAL |
|
14 |
0 |
0 |
0 |
|
1 |
|
$ |
16,639 |
|
0 |
|
|
5 |
3 |
5 |
* Of the five legal actions pending on March 31, 2021, two 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 three were a contest 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.