Vulcan Materials CO: Form 10-Q for the period ended Jun 30, 2023
Filed with the SEC on Aug 4, 2023 and accepted by EDGAR at Aug 4, 2023, 13:31 ET.
Management's discussion and analysis
As filed, 4,419 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of our equity securities during the quarter ended June 30, 2023 are summarized below.
| Period 2023 | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs |
|---|---|---|---|---|
| Apr 1 - Apr 30 | 0 | $ 0.00 | 0 | 8,064,851 |
| May 1 - May 31 | 0 | $ 0.00 | 0 | 8,064,851 |
| June 1 - June 30 | 241,363 | $ 206.82 | 241,363 | 7,823,488 |
| Total | 241,363 | $ 206.82 | 241,363 |
1 In February 2017, our Board of Directors authorized us to purchase up to 10,000,000 shares of our common stock. As of June 30, 2023, there were 7,823,488 shares remaining under this authorization. Depending upon market, business, legal and other conditions, we may purchase shares from time to time through the open market (including plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934) and/or privately negotiated transactions. The authorization has no time limit, does not obligate us to purchase any specific number of shares and may be suspended or discontinued at any time.
We did not have any unregistered sales of equity securities during the second quarter of 2023.
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 is included in Exhibit 95 of this report.
OTHER INFORMATION
SECURITIES TRADING PLANS of SeCTION 16 OFFICERS AND DIRECTORS
During the three months ended June 30, 2023, certain of our Section 16 officers and directors listed below adopted trading arrangements for the sale of shares of our common stock as follows:
| Name and Title | Action | Trading Arrangement Rule Non-Rule 10b5-1 1 10b5-1 2 | Date | Expiration of Plan | Number of Shares to be Sold 3 |
|---|---|---|---|---|---|
| Stanley G. Bass, Chief Strategy Officer | Adoption | X | June 9, 2023 | Earlier of when all shares under plan are sold and January 31, 2024 | 12,300 |
| 1 | Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). |
| 2 | Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). |
| 3 | The actual number of shares of our common stock to be sold may vary as a result of shares withheld for payment of taxes. |
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exhibits
| Exhibit 31(a) | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| Exhibit 31(b) | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| Exhibit 32(a) | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| Exhibit 32(b) | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| Exhibit 95 | MSHA Citations and Litigation |
| Exhibit 101 | The following unaudited financial information from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows and (iv) the Notes to Condensed Consolidated Financial Statements. |
| Exhibit 104 | Cover Page Interactive Data File – the cover page from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 is formatted in iXBRL (contained in Exhibit 101). |
Our SEC file number for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-33841.
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.
| VULCAN MATERIALS COMPANY | |
|---|---|
| Date August 4, 2023 | /s/ Randy L. Pigg Randy L. Pigg Vice President, Controller (Principal Accounting Officer) |
| Date August 4, 2023 | /s/ Mary Andrews Carlisle Mary Andrews Carlisle Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
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Controls and procedures
As filed, 2,095 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
controls and procedures
disclosure controls and procedures
We maintain a system of controls and procedures designed to ensure that information required to be disclosed in reports we file with the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. These disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a - 15(e) or 15d - 15(e)), include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer, with the participation of other management officials, evaluated the effectiveness of the design and operation of the disclosure controls and procedures as of June 30, 2023. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2023.
We are in the process of replacing our legacy quote to cash software system for our ready-mixed concrete operations. We expect the full implementation of this system to be completed by the fourth quarter of 2023.
No other changes were made during the second quarter of 2023 to our internal controls over financial reporting, nor have there been other factors that materially affect these controls.
part Ii other information
legal proceedings
Certain legal proceedings in which we are involved are discussed in Note 12 to the consolidated financial statements and Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2022 and in Note 8 to the condensed consolidated financial statements and Part II. Item 1 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. See Note 8 to the condensed consolidated financial statements of this Form 10-Q for a discussion of certain recent developments concerning our legal proceedings.
Risk factors
As filed, 167 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
risk factors
There were no material changes to the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022.
Figures reported in this filing
Standardized line items from the XBRL in this filing, for the period ended 2023-06-30. Comparative periods it repeats are left out.
| Line item | Period | Value | XBRL concept |
|---|---|---|---|
| Cost of revenue | 3 months2023-04-01 to 2023-06-30 | $1.53bn | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months2023-01-01 to 2023-06-30 | $2.88bn | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months2023-04-01 to 2023-06-30 | $583.3m | us-gaap:GrossProfit |
| Gross profit | 6 months2023-01-01 to 2023-06-30 | $885.3m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months2023-04-01 to 2023-06-30 | $139.1m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months2023-01-01 to 2023-06-30 | $256.5m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months2023-04-01 to 2023-06-30 | $451.1m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months2023-01-01 to 2023-06-30 | $638.3m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months2023-04-01 to 2023-06-30 | $92.0m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months2023-01-01 to 2023-06-30 | $108.6m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months2023-04-01 to 2023-06-30 | $308.6m | us-gaap:NetIncomeLoss |
| Net income | 6 months2023-01-01 to 2023-06-30 | $429.3m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months2023-04-01 to 2023-06-30 | $2.31 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months2023-01-01 to 2023-06-30 | $3.21 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months2023-04-01 to 2023-06-30 | $2.32 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months2023-01-01 to 2023-06-30 | $3.22 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months2023-04-01 to 2023-06-30 | 133,800,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months2023-01-01 to 2023-06-30 | 133,700,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months2023-01-01 to 2023-06-30 | $507.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months2023-01-01 to 2023-06-30 | $354.6m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months2023-01-01 to 2023-06-30 | $114.4m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 6 months2023-01-01 to 2023-06-30 | $49.9m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | At period end2023-06-30 | $166.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | At period end2023-06-30 | $2.04bn | us-gaap:AssetsCurrent |
| Total assets | At period end2023-06-30 | $14.33bn | us-gaap:Assets |
| Current liabilities | At period end2023-06-30 | $793.3m | us-gaap:LiabilitiesCurrent |
| Total liabilities | At period end2023-06-30 | $7.11bn | us-gaap:Liabilities |
| Long-term debt | At period end2023-06-30 | $3.87bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | At period end2023-06-30 | $500.0k | us-gaap:LongTermDebtCurrent |
| Short-term borrowings | At period end2023-06-30 | $0 | us-gaap:ShortTermBorrowings |
| Shareholders' equity | At period end2023-06-30 | $7.20bn | us-gaap:StockholdersEquity |
Source: SEC EDGAR, the filing index for accession 0001396009-23-000035. Last ingested by Listed: Nov 10, 2026, 04:41 ET. Listed shows no prices and gives no investment advice.