FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] 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 0-2757
THE MONARCH CEMENT COMPANY
(Exact name of registrant as specified in its charter)
KANSAS 48-0340590
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 1000, HUMBOLDT, KANSAS 66748-1000
(Address of principal executive offices)
(Zip Code)
(316) 473-2225
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
As of August 4, 1999 , the Registrant had outstanding 2,292,385 shares
of Capital Stock, par value $2.50 per share and 1,860,609 shares of Class B
Capital Stock, par value $2.50 per share.
<PAGE>
PART I. FINANCIAL INFORMATION
NOTES TO THE SECURITIES AND EXCHANGE COMMISSION
REPORT FORM 10-Q FOR THE QUARTER ENDED
June 30, 1999
l. The condensed financial statements included herein have been prepared by
the registrant, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
registrant believes that the disclosures are adequate to make the
information presented not misleading. The accompanying financial
statements reflect all adjustments that are, in the opinion of
management, necessary to a fair statement of the results of operations
for the interim periods presented. It is suggested that these condensed
financial statements be read in conjunction with the financial statements
and notes thereto included in the registrant's latest annual report on
Form 10-K.
2. For a summary of accounting policies, the reader should refer to Note 1
of the consolidated financial statements included in the registrant's
annual report on Form 10-K for the fiscal year ended December 31, 1998.
3. Basic earnings per share of capital stock has been calculated based on
the weighted average shares outstanding during each of the reporting
periods. The weighted average number of shares outstanding was 4,159,039
and 4,204,332 in the second quarter of 1999 and 1998, respectively, and
4,166,717 and 4,207,726 in the first six months of 1999 and 1998,
respectively.
4. The registrant groups its operations into two business segments -
Industry Segment A (cement manufacturing) and Industry Segment B (ready-
mixed concrete and sundry building materials). Following is condensed
information for each segment for the six months ended June 30, 1999 and
1998:
1999 1998
(In Thousands)
Sales to Unaffiliated Customers-
Industry: Segment A $19,858 $17,953
Segment B 26,508 25,625
Intersegment Sales-
Industry: Segment A 3,518 3,624
Segment B 96 99
Operating Profit-
Industry: Segment A 3,747 3,804
Segment B 699 898
Identifiable Assets-
Industry: Segment A 39,124 37,081
Segment B 23,910 18,280
5. Certain statements under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and elsewhere
in this Form 10-Q, constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks,
uncertainties, and other factors that may affect the actual results,
performance or achievements expressed or implied by such forward- looking
statements. Such factors include, among others: general economic and
business conditions; competition; raw material and other operating costs;
costs of capital equipment; changes in business strategy or expansion
plans; and demand for the registrant's products.
<PAGE>
<TABLE>
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999 AND DECEMBER 31, 1998
<CAPTION>
ASSETS 1 9 9 9 1 9 9 8
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 3,692,205 $ 4,254,795
Short term investments, at cost which
approximates market 11,748,702 19,622,255
Receivables, less allowances of $428,000 in 1999
and $412,000 in 1998 for doubtful accounts 13,027,437 10,762,210
Inventories, priced at cost which is not in
excess of market-
Cost determined by last-in, first-out method-
Finished cement $ 3,431,663 $ 1,634,302
Work in process 2,077,593 1,703,942
Building products 1,292,967 1,184,358
Cost determined by first-in, first-out method-
Fuel, gypsum, paper sacks and other 2,460,122 1,899,440
Cost determined by average method-
Operating and maintenance supplies 8,147,995 7,082,948
Total inventories $17,410,340 $13,504,990
Refundable federal and state income taxes 12,941 14,051
Deferred income taxes 410,000 410,000
Prepaid expenses 310,052 45,284
Total current assets $46,611,677 $48,613,585
PROPERTY, PLANT AND EQUIPMENT, at cost, less
accumulated depreciation and depletion of
$81,641,481 in 1999 and $79,239,388 in 1998 32,286,148 29,372,287
DEFERRED INCOME TAXES 1,450,000 1,390,000
OTHER ASSETS 5,485,868 5,506,149
$85,833,693 $84,882,021
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable $ 5,602,929 $ 4,640,205
Accrued liabilities 2,452,739 4,063,922
Total current liabilities $ 8,055,668 $ 8,704,127
ACCRUED POSTRETIREMENT BENEFITS 9,486,796 9,620,253
ACCRUED PENSION EXPENSE 50,276 50,276
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES 2,425,994 2,371,601
STOCKHOLDERS' INVESTMENT:
Capital stock, par value $2.50 per share-
Authorized 10,000,000 shares, Issued
2,291,895 shares at 6-30-99 and
2,290,049 shares at 12-31-98 $ 5,729,738 $ 5,725,123
Class B capital stock, par value $2.50 per
share-Authorized 10,000,000 shares, Issued
1,864,279 shares at 6-30-99 and 1,887,347
shares at 12-31-98 4,660,697 4,718,367
Retained Earnings 53,344,524 51,492,274
$63,734,959 $61,935,764
Plus: Unrealized holding gain 2,080,000 2,200,000
Total stockholders' investment $65,814,959 $64,135,764
$85,833,693 $84,882,021
</TABLE>
<PAGE>
<TABLE>
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
For the Three Months and the Six Months Ended June 30, 1999 and 1998
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
NET SALES $28,094,077 $28,478,765 $46,365,884 $43,577,622
COST OF SALES 22,687,983 21,799,909 38,382,778 35,566,412
Gross profit from operations $ 5,406,094 $ 6,678,856 $ 7,983,106 $ 8,011,210
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,788,707 1,637,717 3,536,868 3,309,613
Income from operations 3,617,387 $ 5,041,139 $ 4,446,238 $ 4,701,597
OTHER INCOME (EXPENSE):
Interest income $ 206,716 $ 258,959 $ 393,798 $ 499,431
Other, net (78,465) (219,105) (180,925) (217,923)
$ 128,251 $ 39,854 $ 212,873 $ 281,508
Income before taxes on income $ 3,745,638 $ 5,080,993 $ 4,659,111 $ 4,983,105
PROVISION FOR TAXES ON INCOME 1,365,000 1,835,000 1,700,000 1,800,000
NET INCOME $ 2,380,638 $ 3,245,993 $ 2,959,111 $ 3,183,105
RETAINED EARNINGS, beg. of period 51,941,841 45,244,851 51,492,274 45,486,139
Less cash dividends 748,111 672,618 748,111 672,618
Less purchase and retirement
of treasury stock 229,844 40,700 358,750 219,100
RETAINED EARNINGS, end of period $53,344,524 $47,777,526 $53,344,524 $47,777,526
BASIC EARNINGS PER SHARE $.57 $.77 $.71 $.76
CASH DIVIDENDS PER SHARE $.18 $.16 $.18 $.16
</TABLE>
<TABLE>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Six Months Ended June 30, 1999 and 1998
<CAPTION>
1999 1998
<S> <C> <C>
NET INCOME $ 2,959,111 $ 3,183,105
UNREALIZED APPRECIATION (DEPRECIATION) ON
AVAILABLE FOR SALE SECURITIES (Net of
deferred tax expense (benefit) of $(70,000)
and $300,000, for 1999 and 1998, respectively) (110,000) 455,000
COMPREHENSIVE INCOME $ 2,849,111 $ 3,638,105
</TABLE>
<PAGE>
<TABLE>
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 1999 and 1998
<CAPTION>
1999 1998
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 2,959,111 $ 3,183,105
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and depletion 2,727,590 2,550,519
Gain on disposal of assets (10,404) (34,603)
Change in assets and liabilities net of
effects from purchase of subsidiaries:
Receivables, net (2,265,227) (4,539,428)
Inventories (3,905,350) (3,433,819)
Refundable federal and state income taxes 1,110 221,072
Prepaid expenses (264,768) (128,958)
Deferred income taxes, long-term (60,000) 300,000
Long-term notes receivable - 1,250
Accounts payable, notes payable and
accrued liabilities 855,525 2,567,037
Accrued postretirement benefits (133,457) (2,912)
Minority interest in earnings of subsidiaries 194,772 270,754
Net cash provided by operating activities $ 98,902 $ 954,017
INVESTING ACTIVITIES:
Acquisition of property, plant and equipment $(5,665,605) $(5,029,397)
Proceeds from disposals of property, plant
and equipment 34,558 79,626
Increase in other assets (99,719) (736,952)
Decrease in short term investments, net 7,873,553 8,256,991
Net cash provided by investing activities $ 2,142,787 $ 2,570,268
FINANCING ACTIVITIES:
Cash dividends $(2,252,095) $(2,021,647)
Subsidiaries' dividends paid to minority interest (140,379) (42,000)
Purchase of treasury stock (411,805) (248,725)
Net cash used for financing activities $(2,804,279) $(2,312,372)
Net increase (decrease) in cash and cash equivalents $ (562,590) $ 1,211,913
CASH AND CASH EQUIVALENTS, beginning of year 4,254,795 4,093,317
CASH AND CASH EQUIVALENTS, end of period $ 3,692,205 $ 5,305,230
Interest paid $1,313 $1,517
Income taxes paid $1,501,886 $170,670
</TABLE>
<PAGE>
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY
The registrant's ability to generate cash adequate to meet its needs has
been derived primarily from operations and the maturity of short term
investments. Cash and short term investments decreased during the first half
of 1999 primarily due to funding increased receivables and inventories,
capital expenditures and dividends. The registrant generally produces
additional inventory during the early part of the year in anticipation of
sales volume in excess of production capabilities during the summer and early
fall.
RESULTS OF OPERATIONS
Net sales and cost of sales for the first six months of 1999 increased 6%
and 8% respectively, as compared to the first six months of 1998. These
increases were primarily due to increases in the volume of cement and ready-
mixed concrete sold during the first quarter of 1999. During the first
quarter of 1998, wet weather interrupted construction projects causing a delay
in the need for cement and ready-mixed concrete. More favorable weather
conditions during the first quarter of 1999 as compared to the first quarter
of 1998 allowed construction projects to proceed, increasing sales of both
cement and ready-mixed concrete.
During the second quarter of 1999, additional maintenance on the cement
kilns increased the registrant's cost of sales as compared to the second
quarter of 1998. While cost of sales increased, net sales remained steady
resulting in a decrease in gross profit from operations. Demand for cement
and ready-mixed concrete in the registrant's market area was excellent during
both the second quarter of 1999 and the second quarter of 1998 and is expected
to continue during the balance of 1999.
During 1998 and 1999, the registrant purchased additional clinker from
foreign markets to meet anticipated demand for cement. Although these
purchases reduce gross profits from operations as a percent of net sales, the
additional product allows the registrant to meet the demand of its customer
base in both the cement and ready-mixed concrete markets.
SEASONALITY
The registrant's highest revenue and earnings historically occur in its
second and third fiscal quarters, April through September.
YEAR 2000
As has been widely publicized, there is widespread concern in the U.S.
economy and elsewhere that computer systems and applications, including those
imbedded in equipment and facilities, that use only two digits to identify
years may create problems when the year 2000 arrives. Any of the registrant's
computer systems or plant equipment systems that have time-sensitive software
may recognize a date using "00" as the year 1900 rather than the year 2000.
This could result in a system failure or miscalculation, causing a disruption
of operations.
The registrant has completed its assessment of Year 2000 issues relative
to information technology (IT) and non-IT computer hardware, software, and
operating systems. The registrant primarily relied upon a qualified and
experienced external resource to inventory, test for Year 2000 compliance, and
prepare detailed recommended solutions on any non-compliant hardware or
software systems. The recommended solutions have been presented to and
assessed by the registrant's Year 2000 management team and it has been
determined that the costs of addressing the Year 2000 compliance issues will
not be material to the registrant's business, operations or financial
condition. This assessment was based upon the fact that at December 31, 1998,
93% of the registrant's computer hardware was Year 2000 compliant, 86% of its
operating systems were compliant and 86% of its computer software was
compliant.
Through a combination of equipment replacement and periodic software
updates, the registrant expects to have all significant systems in compliance
by the year 2000. Replacements of non-compliant hardware systems with new
systems are being capitalized and amortized over the life of the new systems.
The cost of annual software maintenance agreements, which include Year 2000
compliant upgrades, are being expensed as incurred. The registrant's primary
accounting and management information systems were Year 2000 compliant at the
end of 1998. The registrant does not anticipate any material disruptions in
its operations as a result of any failure by the registrant to be in
compliance.
The registrant is dependent upon numerous third parties including
customers, electrical power and fuel suppliers, financial institutions and
other significant suppliers. Since no single customer accounts for more than
10% of the registrant's total sales, the registrant is not canvassing its
customers as to their Year 2000 compliance. The registrant does intend to
inquire of third parties (primarily financial institutions and significant
suppliers) and seek guidance as to their state of readiness. However, there
can be no assurance that the registrant can avoid disruptions of supplies and
services from its suppliers, or purchases by its major customers, in the event
that these entities encounter unforeseen Year 2000 problems, any of which
could have a material adverse effect on the registrant's business, operations
or financial condition. The registrant is not aware of any material risks
associated with these other entities.
The registrant is in the process of developing a contingency plan that
would be designed to mitigate, in part, the impact on its business of certain
Year 2000 problems. This plan, however, cannot cover all eventualities, such
as a power outage. The registrant expects this plan to be in place by the end
of 1999.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) There are no exhibits required to be filed for the quarter ended
June 30, 1999.
(b) There were no reports required to be filed on Form 8-K during
the quarter April 1, 1999 to June 30, 1999, inclusive, for which
this Form 10-Q is being filed.
S I G N A T U R E S
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.
THE MONARCH CEMENT COMPANY
(Registrant)
Date August 12, 1999 /s/ Walter H. Wulf, Jr.
Walter H. Wulf, Jr.
President and
Vice Chairman of the Board
Date August 12, 1999 /s/ Lyndell G. Mosley
Lyndell G. Mosley, CPA
Chief Financial Officer and
Assistant Secretary-Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MONARCH
CEMENT COMPANY AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS FOR THE
QUARTER ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 3,692,205
<SECURITIES> 11,748,702
<RECEIVABLES> 13,455,437
<ALLOWANCES> 428,000
<INVENTORY> 17,410,340
<CURRENT-ASSETS> 46,611,677
<PP&E> 113,927,629
<DEPRECIATION> 81,641,481
<TOTAL-ASSETS> 85,833,693
<CURRENT-LIABILITIES> 8,055,668
<BONDS> 0
0
0
<COMMON> 10,390,435
<OTHER-SE> 55,424,524
<TOTAL-LIABILITY-AND-EQUITY> 85,833,693
<SALES> 46,365,884
<TOTAL-REVENUES> 46,365,884
<CGS> 38,382,778
<TOTAL-COSTS> 38,382,778
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,659,111
<INCOME-TAX> 1,700,000
<INCOME-CONTINUING> 2,959,111
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,959,111
<EPS-BASIC> .71
<EPS-DILUTED> .71
</TABLE>
