Martin Marietta Materials Inc 8-K, filed Apr 10, 2025
Martin Marietta Materials Inc (MLM)
8-K
2025-04-10
For: 2025-04-09
View Original
Added on
April 07, 2026
About this 8-K
Martin Marietta Materials Inc filed this 8-K on April 10, 2025, reporting on events of April 9, 2025.
Items reported
- Item 2.02: Financial results
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 9, 2025
(Exact name of registrant as specified in its charter)
|
|
||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
|
|
|||
|
|
|||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (919 ) 781-4550
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol |
Name of Each Exchange
on Which Registered
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On April 10, 2025, Martin Marietta Materials, Inc. (“Martin Marietta” or the “Company”) announced it expects to report first quarter 2025 Revenues,
Net Earnings Attributable to Martin Marietta and adjusted EBITDA of $1.353 billion, $116 million and $351 million, respectively. Adjusted EBITDA is a non-GAAP financial measure. See Exhibit A, incorporated by reference herein, for reconciliation to
the most directly comparable GAAP measure. These preliminary unaudited results for first quarter 2025 are an estimate, based on information available to management as of the date of this Form 8-K, and are subject to further changes upon completion
of Martin Marietta’s quarter-end close procedures.
The Company will provide full first quarter results and full-year outlook during its first-quarter 2025 earnings conference call on Wednesday,
April 30, 2025, at 11:00 a.m. Eastern Time. The Company will release full results for the quarter ended March 31, 2025, that morning before the market opens.
A live, listen-only webcast and supplemental information will be accessible on the Investors section of the Company’s website at www.martinmarietta.com. The conference call may also be accessed by dialing +1 (646) 307-1963 and using conference ID 7889725. Please dial in at least 15 minutes in
advance to ensure a timely connection to the call. An on-demand replay will be available on the Company’s website approximately two hours following the conclusion of the live broadcast and will be available for one year. Additional information
about the Company’s use of non-GAAP financial measures is available on the Company’s website at www.martinmarietta.com by clicking the heading “Reports &
Filings” in the “Investors” section and then clicking the quick link “Non-GAAP Measures”.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 9, 2025, James A.J. Nickolas notified Martin Marietta of his decision to resign as Executive Vice President and Chief Financial Officer, effective April 11, 2025
(the “Transition Date”), to join a publicly traded equipment, technology and services company as its Chief Financial Officer. Mr. Nickolas’ resignation is for personal reasons to enable him and his family to relocate to their hometown of Chicago
and did not arise from any disagreement on any matter relating to the operations, policies, financial results or accounting practices of the Company.
On April 10, 2025, the Company appointed Robert J. Cardin, age 61, to serve as the Company’s Interim Chief Financial Officer, effective as of the
Transition Date, and he will hold the position of Interim Chief Financial Officer until his successor is chosen and qualified. Mr. Cardin will continue to serve as Senior Vice President, Controller and Chief Accounting Officer, a position he has
held with the Company since 2019. Mr. Cardin is a Certified Public Accountant and holds a bachelor’s degree from the University of Michigan and a Master’s of Business Administration degree from Wayne State University.
The Company has initiated a search process of internal and external candidates with the assistance of a leading executive search firm to identify
the Company’s next Chief Financial Officer.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
Exhibit A
MARTIN MARIETTA MATERIALS, INC.
Non-GAAP Financial Measures
Earnings before interest; income taxes; depreciation, depletion and amortization expense; the earnings/loss from nonconsolidated equity affiliates; acquisition,
divestiture and integration expenses and the impact of selling acquired inventory after its markup to fair value as part of acquisition accounting subject to the limitations described below; nonrecurring gain on divestiture; and noncash asset
and portfolio rationalization charge (Adjusted EBITDA) is an indicator used by the Company and investors to evaluate the Company’s operating performance from period to period. Effective January 1, 2024, transaction expenses and inventory
acquisition accounting impacts are only excluded for transactions with at least $2 billion in consideration and transaction expenses expected to exceed $15 million. Management believes Adjusted EBITDA provides investors with a useful tool to
evaluate the Company’s ongoing business, performance from period to period and anticipated performance. Adjusted EBITDA is not defined by generally accepted accounting principles and, as such, should not be construed as an alternative to
earnings from operations, net earnings attributable to Martin Marietta or operating cash flow. For further information on Adjusted EBITDA, refer to the Company’s website at www.martinmarietta.com.
Reconciliation of Net Earnings Attributable to Martin Marietta to Adjusted EBITDA
|
Three Months Ended
March 31, 2025
|
||
|
(Dollars in millions)
|
||
|
Net earnings attributable to Martin Marietta
|
$
|
116
|
|
Add back:
|
||
|
Interest expense, net of interest income
|
51
|
|
|
Income tax expense for controlling interests
|
31
|
|
|
Depreciation, depletion and amortization expense and
earnings/loss from nonconsolidated equity affiliates |
153
|
|
|
Adjusted EBITDA
|
$
|
351
|
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 hereunto duly authorized.
|
MARTIN MARIETTA MATERIALS, INC.
|
|||
|
(Registrant)
|
|||
|
Date: April 10, 2025
|
By:
|
/s/ Bradley D. Kohn
|
|
|
Bradley D. Kohn,
|
|||
|
Senior Vice President and General Counsel
|
Exhibit 10.1
|
DATE:
|
April 10, 2025
|
|
FROM:
|
Ward Nye
Chair and CEO
|
ORGANIZATIONAL ANNOUNCEMENT
After nearly eight years with Martin Marietta, James (Jim) A.J. Nickolas has decided to depart as Executive Vice President
and Chief Financial Officer, effective immediately, to move his family back to their beloved hometown. Jim will join a Chicago-based publicly traded company, as its Chief Financial Officer.
Over the course of his Martin Marietta tenure, Jim has been an integral member of the executive leadership team and a valued colleague. With his deep financial acumen, he has played
a key role in responsibly growing the business through strategic acquisitions and organic capital investments while maintaining a strong balance sheet and investment grade credit rating. I thank him for his meaningful contributions, including the
development of the talent in our finance organization that has supported the Company in both growing and maintaining our position as a market-leading supplier of aggregates.
In his resignation, Jim underscored that working alongside our capable and dedicated team was a career highlight, and that he has the utmost faith in Martin Marietta’s future and is
confident the best is yet to come as our teams continue to execute our proven strategy for the benefit of our stakeholders.
Robert J. (Bob) Cardin has been appointed as Interim CFO reporting to me, in addition to his current
responsibilities as Senior Vice President, Controller and Chief Accounting Officer. The Company has initiated a search process of internal and external candidates with the assistance of a leading global executive search firm to identify the Company’s
next CFO.
In addition, effective immediately, Jason P. Flynn, Senior Vice President and Chief Information
Officer, will report to me.
Please join me in wishing Jim, Anastasia and their children all the best in this next chapter as they reunite with family and loved ones.