VMC Vulcan Materials

☐	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))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value	VMC	New York Stock Exchange

Item 2.02

Results of Operations and Financial Condition.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release, dated October 30, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

VULCAN MATERIALS COMPANY

Date: October 30, 2024	By:	/s/ Denson N. Franklin III
	Name:   Denson N. Franklin III
	Title:     Senior Vice President, General Counsel and Secretary

Exhibit 99.1

 

VULCAN REPORTS THIRD QUARTER 2024 RESULTS

Solid Execution Drives Margin Expansion Despite Extreme Weather Disruptions

Uniquely Positioned Aggregates Business Supports Earnings Growth

Financial Highlights Include:

Tom Hill, Vulcan Materials’ Chairman and Chief Executive Officer, said, “Results and activities in the third quarter evidence the consistent execution of our two-pronged strategy to generate durable growth.  We continue to enhance our core through expansion of our industry-leading aggregates cash gross profit per ton, which increased 10 percent in the third quarter and has grown by double-digits for eight consecutive quarters.  We also recently announced the acquisition of Wake Stone Corporation, a leading pure-play aggregates producer, that will expand our reach in high-growth geographies in the Carolinas.  Our Vulcan Way of Selling and Vulcan Way of Operating disciplines remain fundamental to compounding profitability across our franchise and successfully integrating new operations.”

Aggregates

Third quarter segment gross profit was $498 million ($8.63 per ton), and gross profit margin expanded 40 basis points.  Cash gross profit per ton improved 10 percent to $10.89 per ton, despite lower shipments and harsh weather conditions throughout the quarter.  Improvements in unit profitability were widespread across the Company’s footprint.

Aggregates shipments decreased 10 percent as compared to the prior year’s third quarter.  Shipments across the Southeast were impacted by significant rainfall in July, followed by numerous hurricanes and severe storms in August and September.  The prior year’s third quarter included fewer severe weather events.

The pricing environment remained positive across the footprint.  Freight-adjusted selling prices increased 10 percent as compared to the prior year.  Freight-adjusted unit cash cost of sales was negatively impacted by lower volume and challenging weather-affected operating conditions; freight-adjusted cash cost of sales dollars remained flat compared to the prior year.

Asphalt and Concrete

Asphalt segment gross profit was $60 million, and cash gross profit was $72 million, a 12 percent improvement over the prior year.  Shipments increased slightly as compared to the prior year, and price improved 6 percent.  Concrete segment gross profit was $7 million, and cash gross profit was $17 million.  The prior year’s third quarter included results from the previously divested concrete assets in Texas, which accounted for the majority of the year-over-year decline in cash gross profit.

SAG expense was $129 million compared to $144 million in the prior year’s third quarter.  As a percent of total revenues, SAG expense was 6.4 percent and 20 basis points lower than the prior year’s third quarter.

This year’s third quarter included a pretax charge of $87 million ($84 million after-tax) resulting from the write-off of goodwill for the Company’s concrete assets in Northern California.

The Company remains well positioned for continued growth with a strong liquidity position and balance sheet profile.  As of September 30, 2024, the ratio of total debt to trailing-twelve months Adjusted EBITDA was 1.7 times and below the Company’s target range of 2.0 to 2.5 times.  On a trailing-twelve months basis, return on invested capital improved 70 basis points over the prior year to 16.1 percent.

Capital expenditures were $104 million in the third quarter and $402 million on a year-to-date basis.  For the full year, the Company expects to spend between $625 and $650 million for maintenance and growth projects.  During the quarter, the Company returned $61 million to shareholders through dividends, a 6 percent increase versus the prior year’s third quarter.

The acquisition of Wake Stone Corporation is consistent with our disciplined capital allocation priorities and aggregates-led strategy of continuing to expand our reach to better serve more high-growth regions in the United States.  The acquisition is expected to provide more than 60 years of quality hard rock reserves.  The Company expects to close the transaction during the fourth quarter of this year, subject to satisfaction of customary closing conditions.

Vulcan will host a conference call at 10:00 a.m. CT on October 30, 2024.  A webcast will be available via the Company’s website at www.vulcanmaterials.com.  Investors and other interested parties may access the teleconference live by calling 800-274-8461, or 203-518-9814 if outside the U.S.  The conference ID is 4730253.  The conference call will be recorded and available for replay at the Company’s website approximately two hours after the call.

Vulcan Materials Company, a member of the S&P 500 Index with headquarters in Birmingham, Alabama, is the nation's largest supplier of construction aggregates – primarily crushed stone, sand and gravel – and a major producer of aggregates-based construction materials, including asphalt and ready-mixed concrete.  For additional information about Vulcan, go to www.vulcanmaterials.com.

Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures, other than the reconciliation of Projected Adjusted EBITDA as included in Appendix 2 hereto. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.

FORWARD-LOOKING STATEMENT DISCLAIMER

This document contains forward-looking statements.  Statements that are not historical fact, including statements about Vulcan's beliefs and expectations, are forward-looking statements.  Generally, these statements relate to future financial performance, results of operations, business plans or strategies, projected or anticipated revenues, expenses, earnings (including EBITDA and other measures), dividend policy, shipment volumes, pricing, levels of capital expenditures, intended cost reductions and cost savings, anticipated profit improvements and/or planned divestitures and asset sales.  These forward-looking statements are sometimes identified by the use of terms and phrases such as “believe,” “should,” “would,” “expect,” “project,” “estimate,” “anticipate,” “intend,” “plan,” “will,” “can,” “may” or similar expressions elsewhere in this document.  These statements are subject to numerous risks, uncertainties, and assumptions, including but not limited to general business conditions, competitive factors, pricing, energy costs, and other risks and uncertainties discussed in the reports Vulcan periodically files with the SEC.

Forward-looking statements are not guarantees of future performance and actual results, developments, and business decisions may vary significantly from those expressed in or implied by the forward-looking statements.  The following risks related to Vulcan's business, among others, could cause actual results to differ materially from those described in the forward-looking statements: general economic and business conditions; domestic and global political, economic or diplomatic developments; a pandemic, epidemic or other public health emergency; Vulcan’s dependence on the construction industry, which is subject to economic cycles; the timing and amount of federal, state and local funding for infrastructure; changes in the level of spending for private residential and private nonresidential construction; changes in Vulcan’s effective tax rate; the increasing reliance on information technology infrastructure, including the risks that the infrastructure does not work as intended, experiences technical difficulties or is subjected to cyber-attacks; the impact of the state of the global economy on Vulcan’s businesses and financial condition and access to capital markets; international business operations and relationships, including recent actions taken by the Mexican government with respect to Vulcan’s property and operations in that country; the highly competitive nature of the construction industry; the impact of future regulatory or legislative actions, including those relating to climate change, biodiversity, land use, wetlands, greenhouse gas emissions, the definition of minerals, tax policy and domestic and international trade; the outcome of pending legal proceedings; pricing of Vulcan's products; weather and other natural phenomena, including the impact of climate change and availability of water; availability and cost of trucks, railcars, barges and ships as well as their licensed operators for transport of Vulcan’s materials; energy costs; costs of hydrocarbon-based raw materials; healthcare costs; labor relations, shortages and constraints; the amount of long-term debt and interest expense incurred by Vulcan; changes in interest rates; volatility in pension plan asset values and liabilities, which may require cash contributions to the pension plans; the impact of environmental cleanup costs and other liabilities relating to existing and/or divested businesses; Vulcan's ability to secure and permit aggregates reserves in strategically located areas; Vulcan’s ability to manage and successfully integrate acquisitions; Vulcan’s proposed acquisition of Wake Stone Corporation (“Wake Stone”), including: (1) Vulcan’s ability to complete the transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary approvals and the satisfaction of other closing conditions to consummate the proposed transaction; (2) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive merger agreement relating to the proposed transaction; (3) failure to realize the expected benefits of the proposed transaction; (4) significant transaction costs and/or unknown or inestimable liabilities; (5) the risk that Wake Stone’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (6) risks related to future opportunities and plans for the combined company; (7) disruption from the proposed transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; and (8) the possibility that, if Vulcan does not achieve the perceived benefits of the proposed transaction as rapidly or to the extent anticipated by financial analysts or investors, the market price of Vulcan’s common stock could decline; the effect of changes in tax laws, guidance and interpretations; significant downturn in the construction industry may result in the impairment of goodwill or long-lived assets; changes in technologies, which could disrupt the way Vulcan does business and how Vulcan’s products are distributed; the risks of open pit and underground mining; expectations relating to environmental, social and governance considerations; claims that our products do not meet regulatory requirements or contractual specifications; and other assumptions, risks and uncertainties detailed from time to time in the reports filed by Vulcan with the SEC.  All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.  Vulcan disclaims and does not undertake any obligation to update or revise any forward-looking statement in this document except as required by law.

Source: Vulcan Materials Company

						(in millions)
						September 30
		2024				2023
Debt
Current maturities of long-term debt		$	0.5			$	0.5
Long-term debt			3,329.2				3,874.3
Total debt		$	3,329.7			$	3,874.8
Cash and cash equivalents and restricted cash			(434.3	)			(345.0	)
Net debt		$	2,895.4			$	3,529.8
Trailing-Twelve Months (TTM) Adjusted EBITDA		$	1,983.3			$	1,909.8
Total debt to TTM Adjusted EBITDA			1.7	x			2.0	x
Net debt to TTM Adjusted EBITDA			1.5	x			1.8	x

						(dollars in millions)
		Trailing Twelve Months Ended
		September 30				September 30
		2024				2023
Adjusted EBITDA		$	1,983.3			$	1,909.8
Average invested capital
Property, plant & equipment, net		$	6,273.7			$	6,059.8
Goodwill			3,516.4				3,661.0
Other intangible assets			1,457.9				1,642.9
Fixed and intangible assets		$	11,248.0			$	11,363.7
Current assets		$	2,264.6			$	2,154.6
Cash and cash equivalents			(428.0	)			(192.3	)
Current tax			(36.4	)			(41.7	)
Adjusted current assets			1,800.2				1,920.6
Current liabilities			(785.8	)			(946.7	)
Current maturities of long-term debt			0.5				0.5
Short-term debt			19.0				82.4
Adjusted current liabilities			(766.3	)			(863.8	)
Adjusted net working capital		$	1,033.9			$	1,056.8
Average invested capital		$	12,281.9			$	12,420.5
Return on invested capital			16.1	%			15.4	%

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