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 September 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 November 10, 1999 , the Registrant had outstanding 2,281,165
shares of Capital Stock, par value $2.50 per share and 1,852,099 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
September 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 4,151,205
and 4,200,003 in the third quarter of 1999 and 1998, respectively, and
4,161,512 and 4,205,152 in the first nine 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 September 30, 1999
and 1998:
1999 1998
(In Thousands)
Sales to Unaffiliated Customers-
Industry: Segment A $38,112 $32,319
Segment B 44,279 41,993
Intersegment Sales-
Industry: Segment A 5,507 6,113
Segment B 323 299
Operating Profit-
Industry: Segment A 8,696 8,146
Segment B 2,102 1,723
Identifiable Assets-
Industry: Segment A 39,393 33,270
Segment B 25,820 21,115
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
SEPTEMBER 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 $ 4,261,389 $ 4,254,795
Short term investments, at cost which
approximates market 13,699,700 19,622,255
Receivables, less allowances of $407,000 in 1999
and $412,000 in 1998 for doubtful accounts 15,017,845 10,762,210
Inventories, priced at cost which is not in
excess of market-
Cost determined by last-in, first-out method-
Finished cement $ 1,429,920 $ 1,634,302
Work in process 3,936,818 1,703,942
Building products 1,297,023 1,184,358
Cost determined by first-in, first-out method-
Fuel, gypsum, paper sacks and other 2,446,998 1,899,440
Cost determined by average method-
Operating and maintenance supplies 7,859,429 7,082,948
Total inventories $16,970,188 $13,504,990
Refundable federal and state income taxes 12,941 14,051
Deferred income taxes 410,000 410,000
Prepaid expenses 27,642 45,284
Total current assets $50,399,705 $48,613,585
PROPERTY, PLANT AND EQUIPMENT, at cost, less
accumulated depreciation and depletion of
$82,982,176 in 1999 and $79,239,388 in 1998 33,197,232 29,372,287
DEFERRED INCOME TAXES 1,730,000 1,390,000
OTHER ASSETS 4,875,989 5,506,149
$90,202,926 $84,882,021
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable $ 6,513,693 $ 4,640,205
Accrued liabilities 3,395,303 4,063,922
Total current liabilities $ 9,908,996 $ 8,704,127
ACCRUED POSTRETIREMENT BENEFITS 9,375,581 9,620,253
ACCRUED PENSION EXPENSE 50,276 50,276
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES 2,592,969 2,371,601
STOCKHOLDERS' INVESTMENT:
Capital stock, par value $2.50 per share-
Authorized 10,000,000 shares, Issued
2,280,485 shares at 9-30-99 and
2,290,049 shares at 12-31-98 $ 5,701,213 $ 5,725,123
Class B capital stock, par value $2.50 per
share-Authorized 10,000,000 shares, Issued
1,853,459 shares at 9-30-99 and 1,887,347
shares at 12-31-98 4,633,647 4,718,367
Retained Earnings 56,270,244 51,492,274
$66,605,104 $61,935,764
Plus: Unrealized holding gain 1,670,000 2,200,000
Total stockholders' investment $68,275,104 $64,135,764
$90,202,926 $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 Nine Months Ended September 30, 1999 and 1998
<CAPTION>
For the Three Months Ended For the Nine Months Ended
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
NET SALES $36,025,222 $30,733,881 $82,391,106 $74,311,503
COST OF SALES 27,813,936 23,865,433 66,196,714 59,431,845
Gross profit from operations $ 8,211,286 $ 6,868,448 $16,194,392 $14,879,658
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,859,005 1,701,540 5,395,873 5,011,153
Income from operations 6,352,281 $ 5,166,908 $10,798,519 $ 9,868,505
OTHER INCOME (EXPENSE):
Interest income $ 207,436 $ 289,828 $ 601,234 $ 789,259
Other, net (123,398) (114,478) (304,323) (332,401)
$ 84,038 $ 175,350 $ 296,911 $ 456,858
Income before taxes on income $ 6,436,319 $ 5,342,258 $11,095,430 $10,325,363
PROVISION FOR TAXES ON INCOME 2,375,000 1,950,000 4,075,000 3,750,000
NET INCOME $ 4,061,319 $ 3,392,258 $ 7,020,430 $ 6,575,363
RETAINED EARNINGS, beg. of period 53,344,524 47,777,526 51,492,274 45,486,139
Less cash dividends 747,539 672,618 1,495,650 1,345,236
Less purchase and retirement
of treasury stock 388,060 555,271 746,810 774,371
RETAINED EARNINGS, end of period $56,270,244 $49,941,895 $56,270,244 $49,941,895
BASIC EARNINGS PER SHARE $.98 $.81 $1.69 $1.56
CASH DIVIDENDS PER SHARE $.18 $.16 $.36 $.32
</TABLE>
<TABLE>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Nine Months Ended September 30, 1999 and 1998
<CAPTION>
1999 1998
<S> <C> <C>
NET INCOME $ 7,020,430 $ 6,575,363
UNREALIZED APPRECIATION (DEPRECIATION) ON
AVAILABLE FOR SALE SECURITIES (Net of
deferred tax benefit of $(340,000) and
$(100,000), for 1999 and 1998, respectively) (530,000) (160,000)
COMPREHENSIVE INCOME $ 6,490,430 $ 6,415,363
</TABLE>
<PAGE>
<TABLE>
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 1999 and 1998
<CAPTION>
1999 1998
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 7,020,430 $ 6,575,363
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and depletion 4,258,868 3,974,630
Gain on disposal of assets (40,657) (89,696)
Change in assets and liabilities net of
effects from purchase of subsidiaries:
Receivables, net (4,255,635) (6,224,860)
Inventories (3,465,198) (1,009,638)
Refundable federal and state income taxes 1,110 221,072
Prepaid expenses 17,642 141,890
Deferred income taxes, long-term (340,000) (100,000)
Long-term notes receivable - 1,250
Accounts payable, notes payable and
accrued liabilities 2,708,853 2,728,529
Accrued postretirement benefits (244,672) (85,907)
Minority interest in earnings of subsidiaries 361,748 449,260
Net cash provided by operating activities $ 6,022,489 $ 6,581,893
INVESTING ACTIVITIES:
Acquisition of property, plant and equipment $(8,109,059) $(6,367,001)
Proceeds from disposals of property, plant
and equipment 65,902 160,104
(Increase) decrease in other assets 100,160 (664,666)
Decrease in short term investments, net 5,922,555 3,359,051
Net cash provided by investing activities $(2,020,442) $(3,512,512)
FINANCING ACTIVITIES:
Cash dividends $(2,999,634) $(2,694,265)
Subsidiaries' dividends paid to minority interest (140,379) (42,000)
Purchase of treasury stock (855,440) (867,229)
Net cash used for financing activities $(3,995,453) $(3,603,494)
Net increase (decrease) in cash and cash equivalents $ 6,594 $ (534,113)
CASH AND CASH EQUIVALENTS, beginning of year 4,254,795 4,093,317
CASH AND CASH EQUIVALENTS, end of period $ 4,261,389 $ 3,559,204
Interest paid $1,313 $1,517
Income taxes paid $3,352,693 $2,467,485
</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 nine
months of 1999 primarily due to funding increased receivables and inventories,
capital expenditures and dividends.
RESULTS OF OPERATIONS
Net sales increased 17% during the third quarter of 1999 as compared to
the third quarter of 1998 and 11% during the first nine months of 1999 as
compared to the first nine months of 1998. During the third quarter and the
first nine months of 1999, the registrant realized increases in volume of
cement and ready-mixed concrete sold as compared to similar periods in 1998.
Moderate increases in sales prices of cement and ready-mixed concrete between
periods also contributed to the increase in net sales. Demand for cement and
ready-mixed concrete in the registrant's market area was excellent during
these periods.
The increase in volume sold resulted in increases in cost of sales
similar to the percentage increases in net sales during the third quarter and
the first nine months of 1999 as compared to the same periods in 1998. As a
result, gross profit from operations increased 20% and 9% respectively. The
registrant experienced insignificant changes in gross profit from operations
as a percent of net sales during these periods.
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 is inquiring of
third parties (primarily financial institutions and significant suppliers) and
seeking 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
September 30, 1999.
(b) There were no reports required to be filed on Form 8-K during
the quarter July 1, 1999 to September 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 November 12, 1999 /s/ Walter H. Wulf, Jr.
Walter H. Wulf, Jr.
President and
Vice Chairman of the Board
Date November 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 SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 4,261,389
<SECURITIES> 13,699,700
<RECEIVABLES> 15,424,845
<ALLOWANCES> 407,000
<INVENTORY> 16,970,188
<CURRENT-ASSETS> 50,399,705
<PP&E> 116,179,408
<DEPRECIATION> 82,982,176
<TOTAL-ASSETS> 90,202,926
<CURRENT-LIABILITIES> 9,908,996
<BONDS> 0
0
0
<COMMON> 10,334,860
<OTHER-SE> 57,940,244
<TOTAL-LIABILITY-AND-EQUITY> 90,202,926
<SALES> 82,391,106
<TOTAL-REVENUES> 82,391,106
<CGS> 66,196,714
<TOTAL-COSTS> 66,196,714
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 11,095,430
<INCOME-TAX> 4,075,000
<INCOME-CONTINUING> 7,020,430
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,020,430
<EPS-BASIC> 1.69
<EPS-DILUTED> 1.69
</TABLE>