FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 2005, 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 66748-0900
(address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (620) 473-2222
(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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X}
As of November 4, 2005, there were 2,463,126 shares of Capital Stock, par
value $2.50 per share outstanding and 1,563,832 shares of Class B Capital
Stock, par value $2.50 per share outstanding.
PART I - FINANCIAL INFORMATION
The condensed consolidated financial statements included in this report have
been prepared by our Company without audit. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
Our Company believes that the disclosures are adequate to make the information
presented not misleading. The accompanying consolidated financial statements
reflect all adjustments that are, in the opinion of management, necessary for
a fair statement of the results of operations for the interim periods
presented. Those adjustments consist only of normal, recurring adjustments.
The condensed consolidated balance sheet of the Company as of December 31,
2004 has been derived from the audited consolidated balance sheet of the
Company as of that date. These condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto included in our Company's most recent annual report on Form 10-K
for 2004 filed with the Securities & Exchange Commission. The results of
operations for the period are not necessarily indicative of the results to be
expected for the full year.
<Page>
Item 1. Financial Statements
<Table>
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 2005 and December 31, 2004
<Caption>
ASSETS 2 0 0 5 2 0 0 4
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 2,858,523 $ 4,999,253
Receivables, less allowances of $710,000 in 2005
and $727,000 in 2004 for doubtful accounts 18,812,394 13,523,816
Inventories, priced at cost which is not in
excess of market-
Finished cement $ 2,808,374 $ 2,679,506
Work in process 1,260,260 1,456,854
Building products 3,902,603 3,391,901
Fuel, gypsum, paper sacks and other 3,168,757 2,919,528
Operating and maintenance supplies 8,975,240 7,500,453
Total inventories $ 20,115,234 $ 17,948,242
Refundable federal and state income taxes - 812,807
Deferred income taxes 686,000 686,000
Prepaid expenses 511,432 170,236
Total current assets $ 42,983,583 $ 38,140,354
PROPERTY, PLANT AND EQUIPMENT, at cost, less
accumulated depreciation and depletion of
$118,676,760 in 2005 and $113,663,839 in 2004 82,548,485 79,948,242
DEFERRED INCOME TAXES 1,495,000 1,965,000
INVESTMENTS 13,804,631 13,620,501
OTHER ASSETS 1,322,364 1,526,069
$142,154,063 $135,200,166
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable $ 7,282,352 $ 5,686,857
Line of credit payable - 981,667
Current portion of advancing term loan 2,091,274 2,021,503
Accrued liabilities 5,714,506 5,659,437
Total current liabilities $ 15,088,132 $ 14,349,464
LONG-TERM DEBT 22,412,645 24,119,115
ACCRUED POSTRETIREMENT BENEFITS 11,353,956 10,128,039
ACCRUED PENSION EXPENSE 1,608,164 1,238,027
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES 1,396,701 1,349,566
STOCKHOLDERS' INVESTMENT:
Capital stock, par value $2.50 per share,
1 vote per share - Authorized 10,000,000
shares, Issued 2,463,126 shares at 9/30/2005
and 2,406,197 shares at 12/31/2004 $ 6,157,815 $ 6,015,493
Class B capital stock, par value $2.50 per share,
supervoting rights of ten votes per share,
restricted transferability, convertible at all
times into Capital Stock on a share-for-share
basis - Authorized 10,000,000 shares, Issued
1,563,832 shares at 9/30/2005 and 1,620,761
shares at 12/31/2004 3,909,580 4,051,902
Retained earnings 76,257,070 70,528,560
Accumulated other comprehensive income 3,970,000 3,420,000
Total stockholders' investment $ 90,294,465 $ 84,015,955
$142,154,063 $135,200,166
<FN>
See notes to condensed consolidated financial statements
</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, 2005 and 2004
(Unaudited)
<Caption>
For the Three Months Ended For the Nine Months Ended
September 30, September 30, September 30, September 30,
2005 2004 2005 2004
NET SALES $41,855,661 $44,365,950 $103,668,803 $112,745,787
COST OF SALES 31,219,787 38,331,126 83,360,136 98,693,562
Gross profit from operations $10,635,874 $ 6,034,824 $ 20,308,667 $ 14,052,225
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 3,156,193 2,799,342 9,248,656 8,926,379
Income from operations $ 7,479,681 $ 3,235,482 $ 11,060,011 $ 5,125,846
OTHER INCOME (EXPENSE):
Interest income $ 104,400 $ 109,861 $ 240,919 $ 249,728
Interest expense (361,208) (227,597) (1,111,801) (628,265)
Other, net 25,936 122,403 650,164 521,770
$ (230,872) $ 4,667 $ (220,718) $ 143,233
Income before taxes on income $ 7,248,809 $ 3,240,149 $10,839,293 $ 5,269,079
PROVISION FOR TAXES ON INCOME 2,320,000 975,000 3,500,000 1,575,000
NET INCOME $ 4,928,809 $ 2,265,149 $ 7,339,293 $ 3,694,079
RETAINED EARNINGS, beg. of period 72,133,652 71,804,461 70,528,560 71,180,923
Less cash dividends 805,391 805,391 1,610,783 1,610,783
RETAINED EARNINGS, end of period $76,257,070 $73,264,219 $76,257,070 $73,264,219
Basic earnings per share $1.22 $.56 $1.82 $.92
Cash dividends per share $.20 $.20 $.40 $.40
</Table>
<Table>
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months and the Nine Months Ended September 30, 2005 and 2004 (Unaudited)
<Caption>
For the Three Months Ended For the Nine Months Ended
September 30, September 30, September 30, September 30,
2005 2004 2005 2004
NET INCOME $ 4,928,809 $ 2,265,149 $ 7,339,293 $ 3,694,079
UNREALIZED APPRECIATION
ON AVAILABLE FOR SALE
SECURITIES (Net of
deferred tax expense of
$760,000, $200,000,
$535,000 and $1,000,000,
respectively) 1,140,000 250,000 800,000 1,550,000
LESS: RECLASSIFICATION ADJUSTMENT
FOR REALIZED GAINS INCLUDED IN
NET INCOME (net of deferred tax
expense of $-0-, $-0-, $155,000,
and $-0-, respectively) - - 230,000 -
COMPREHENSIVE INCOME $ 6,068,809 $ 2,515,149 $ 7,909,293 $ 5,244,079
See notes to condensed consolidated financial statements
</Table>
<Page>
<Table>
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2005 and 2004 (Unaudited)
<Caption>
2005 2004
OPERATING ACTIVITIES:
Net income $ 7,339,293 $ 3,694,079
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization 7,915,693 7,549,649
Minority interest in earnings (losses)
of subsidiaries 47,135 (19,955)
Deferred income taxes, long term - 25
Gain on disposal of assets (175,133) (278,708)
Realized gain on sale of other investments (384,375) (33,741)
Change in assets and liabilities:
Receivables, net (5,288,578) (9,832,497)
Inventories (2,166,992) (1,856,272)
Refundable federal and state income taxes 812,807 -
Prepaid expenses (341,196) (295,764)
Other assets 14,015 13,317
Accounts payable and accrued liabilities 2,476,162 5,247,612
Accrued postretirement benefits 1,225,917 682,668
Accrued pension expense 370,137 265,648
Net cash provided by operating activities $ 11,844,885 $ 5,136,061
INVESTING ACTIVITIES:
Acquisition of property, plant and equipment $ (9,619,372) $(10,183,300)
Proceeds from disposals of property, plant
and equipment 428,843 579,157
Payment for purchases of equity investments - (589,871)
Proceeds from disposals of equity investments 1,150,245 320,967
Purchases of subsidiaries' stock (105,400) (119,000)
Net cash used for investing activities $ (8,145,684) $ (9,992,047)
FINANCING ACTIVITIES:
Increase (decrease) in line of credit, net $ (981,667) $ 8,898,814
Payments on bank loans (1,386,595) (2,527,258)
Payments on other long-term debt (250,103) (178,523)
Cash dividends paid (3,221,566) (3,221,566)
Net cash provided by (used for)
financing activities $ (5,839,931) $ 2,971,467
Net decrease in cash and cash equivalents $ (2,140,730) $ (1,884,519)
CASH AND CASH EQUIVALENTS, beginning of year 4,999,253 5,438,018
CASH AND CASH EQUIVALENTS, end of period $ 2,858,523 $ 3,553,499
Interest paid, net of amount capitalized $1,147,528 $ 644,995
Income taxes paid, net of refunds $1,072,548 $1,915,998
Capital equipment additions included in
accounts payable $ 785,185 $ -
<FN>
See notes to condensed consolidated financial statements
</Table>
<Page>
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005 and 2004 (Unaudited), and December 31, 2004
1. For a summary of accounting policies, the reader should refer to Note 1 of
the consolidated financial statements included in our Company's most recent
annual report on Form 10-K.
2. 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 4,026,958 in the
third quarter of 2005 and 2004 and in the first nine months of 2005 and
2004. The Company has no common stock equivalents and therefore, does not
report diluted earnings per share.
3. Our Company groups its operations into two lines of business - Cement
Business and Ready-Mixed Concrete Business. The "Cement Business" refers
to our manufacture and sale of cement and "Ready-Mixed Concrete Business"
refers to our ready-mixed concrete, concrete products and sundry building
materials business. Following is condensed information for each segment
for the periods indicated (in thousands):
<Table>
<Caption>
Three Months Ended Nine Months Ended
9/30/05 9/30/04 9/30/05 9/30/04
Sales to Unaffiliated Customers
Cement Business $20,656 $17,709 $47,060 $39,805
Ready-Mixed Concrete Business 21,200 26,657 56,609 72,941
Intersegment Sales
Cement Business 3,870 3,224 9,915 8,254
Ready-Mixed Concrete Business - - - -
Operating Income (Loss)
Cement Business 6,891 2,921 12,456 5,957
Ready-Mixed Concrete Business 589 315 (1,396) (831)
Capital Expenditures
Cement Business 846 2,610 5,450 5,274
Ready-Mixed Concrete Business 815 1,699 4,169 4,909
Balance as of
9/30/05 12/31/04
Identifiable Assets
Cement Business $83,871 $76,018
Ready-Mixed Concrete Business 38,116 35,572
Corporate Assets 20,167 23,610
</Table>
4. The Company records revenue from the sale of cement, ready-mixed concrete,
concrete products and sundry building materials when the products are
delivered to the customers. Concrete products are also sold through long-
term construction contracts. Revenues for those contracts are recognized
on the percentage-of-completion method based on the costs incurred relative
to total estimated costs. Full provision is made for any anticipated
losses. Billings for long-term construction contracts are rendered monthly,
including the amount of retainage withheld by the customer until contract
completion. Retainages are included in accounts receivable and are
generally due within one year.
5. The Company includes the (gain) loss on disposal of assets in cost of
sales.
6. The Company considers all production and shipping costs, (gain) loss on
disposal of assets, inbound freight charges, purchasing and receiving
costs, inspection costs, warehousing costs, and internal transfer costs as
cost of sales.
Selling, general and administrative expenses consists of sales personnel
salaries and expenses, promotional costs, accounting personnel salaries and
expenses, director and administrative officer salaries and expenses, legal
and professional expenses, and other expenses related to overall corporate
costs.
7. The Company's buildings, machinery and equipment are depreciated using
double declining balance depreciation. The Company switches to straight
line depreciation once it exceeds the amount computed under the double
declining balance method until the asset is fully depreciated. We do not
depreciate construction in process.
8. The following table presents the components of net periodic pension and
postretirement costs for the nine months ended September 30, 2005 and 2004:
<Table>
<Caption>
Pension Benefits Other Benefits
2005 2004 2005 2004
Service cost $ 384,251 $ 343,290 $ 447,577 $ 319,570
Interest cost 1,260,414 1,221,443 1,227,500 876,397
Expected return on plan assets (1,404,376) (1,373,429) - -
Amortization of prior
service costs 56,306 56,069 - -
Recognized net actuarial gain 73,542 18,275 - -
Unrecognized net loss - - 449,739 321,112
Net periodic pension expense $ 370,137 $ 265,648 $2,124,816 $1,517,079
</Table>
The following table presents the components of net periodic pension and
postretirement costs for the three months ended September 30, 2005 and 2004:
<Table>
<Caption>
Pension Benefits Other Benefits
2005 2004 2005 2004
Service cost $128,418 $113,312 $170,492 $106,531
Interest cost 421,235 402,322 467,581 292,167
Expected return on plan assets (469,348) (453,337) - -
Amortization of prior
service costs 18,818 18,507 - -
Recognized net actuarial gain 24,578 6,033 - -
Unrecognized net loss - - 171,315 107,045
Net periodic pension expense $123,701 $ 86,837 $809,388 $505,743
</Table>
Monarch expects to contribute approximately $600,000 to the pension fund in
the last quarter of 2005. The other benefits consist of postretirement
benefits that are self-insured by Monarch and are paid out of Monarch's
general assets. As previously disclosed in our financial statements for the
year ended December 31, 2004, Monarch expected to contribute approximately
$1,000,000 to this plan in 2005. As of September 30, 2005, we have
contributed about $900,000 and anticipate contributing an additional $300,000
to this plan in 2005 for a total of $1,200,000.
9. The Company is subject to claims and lawsuits that arise primarily in the
ordinary course of business. It is the opinion of management that the
disposition or ultimate resolutions of such claims or lawsuits will not
have a material adverse effect on the consolidated financial position of
the Company.
<Page>
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Certain statements under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and elsewhere in
this Form 10-Q report filed with the Securities and Exchange Commission,
constitute "forward-looking statements". Except for historical information,
the statements made in this report are forward-looking statements that involve
risks and uncertainties. You can identify these statements by forward-looking
words such as "should", "expect", "anticipate", "believe", "intend", "may",
"hope", "forecast" or similar words. In particular, statements with respect
to variations in future demand for our products in our market area, the
timing, scope, cost and benefits of our proposed and recently completed
capital improvements and expansion plans, including the resulting increase in
production capacity, our forecasted cement sales, and our anticipated increase
in solid fuels and electricity required to operate our facilities and
equipment are all forward-looking statements. You should be aware that
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;
* demand for our Company's products;
* cyclical and seasonal nature of our business;
* the affect weather has on our business;
* the affect of environmental and other government regulation; and
* the affect of federal and state funding on demand for our products.
RESULTS OF OPERATIONS-CRITICAL ACCOUNTING POLICIES
Reference is made to the Management's Discussion and Analysis of
Financial Condition and Results of Operations - Accounting Policies
incorporated herein by reference to Item 7 of the Company's Annual Report on
Form 10-K for the year ended December 31, 2004 for accounting policies which
are considered by management to be critical to an understanding of the
Company's financial statements.
RESULTS OF OPERATIONS-OVERVIEW
Our products are used in residential, commercial and governmental
construction. In 2004, and continuing in 2005, we experienced the return of
increased demand for our products. The combination of residential, commercial
and governmental construction activities resulted in the need for increased
production to meet our customers' needs. In response to those needs, we have
made, and continue to make, investments in our plant and equipment to increase
production and improve efficiencies. We are confident that we will benefit
from these investments as the economy continues to improve.
Operating results for the first nine months vary considerably from year-
to-year. Sales and the resulting income are significantly affected by the
length and severity of winter weather and the corresponding slowdown in
construction activity. Although cement and ready-mixed concrete sales and
profits for the first nine months of 2005 benefited from a shorter period of
cold, wet weather and an improvement in economic conditions in our markets,
our consolidated net sales decreased. This decrease is attributable to a
reduction in the number of design/build construction projects we had in
process during the first nine months of 2005 as compared to the first nine
months of 2004. Our design/build contracts were substantially complete at the
end of 2004 and we have elected not to participate in these activities at the
level we did in 2004.
As a result of our decision to substantially reduce our participation in
design/build projects, our Ready-Mixed Concrete Business net sales for the
first nine months of 2005 were less than those reported for the first nine
months of 2004 and are projected to continue to lag 2004 sales levels for the
remainder of the year. However, these design/build projects also led to a
significant decline in income from operations during the latter part of 2004.
Results of Operations - Third Quarter of 2005 Compared to Third Quarter of
2004
Consolidated net sales for the three months ended September 30, 2005
decreased by $2.5 million when compared to the three months ended September
30, 2004. Sales in our Cement Business were higher by $2.9 million, while
sales in our Ready-Mixed Concrete Business decreased $5.4 million. Cement
Business sales increased $.7 million due to increased volume sold and $2.2
million due to price increases. Sales in our Ready-Mixed Concrete Business
decreased primarily due to a $7.6 million reduction in construction contract
sales as discussed under "Overview" above, which was partially offset by an
increase in ready-mixed concrete and other sundry building materials sales of
$2.2 million of which $.9 million was due to increased volume and $1.3 million
was due to price increases.
Consolidated cost of sales for the three months ended September 30, 2005,
decreased by $7.1 million when compared to the three months ended September
30, 2004. Cost of sales in our Cement Business was lower by $1.2 million
while cost of sales in our Ready-Mixed Concrete Business was lower by $5.9
million. Lower fuel costs of approximately $1.2 million due to a reduction in
the use of natural gas made possible by our new coal firing system reduced the
Cement Business cost of sales. Other processing improvements completed during
the last several years are now producing the desired results of increased
production and reduced downtime, which combined to reduce cost of sales by
about $.5 million. These decreases were partially offset by a $.5 million
increase created by the 3.8% increase in volume sold. The decrease in cost of
sales in our Ready-Mixed Concrete Business was primarily due to a $7.1 million
reduction in contract expenses as discussed under "Overview" above, which was
partially offset by an increase in cost of sales of ready-mixed concrete and
other sundry building materials of $1.2 million due to the increased volume
sold.
As a result of the above sales and cost of sales factors, our overall
gross profit rate for the three months ended September 30, 2005 was 25.4%
versus 13.6% for the three months ended September 30, 2004.
Selling, general, and administrative expenses increased by 12.8% during
the third quarter of 2005 compared to the third quarter of 2004. These costs
are normally considered fixed costs that do not vary significantly with
changes in sales volume. This increase is primarily due to an increase in
postretirement benefit costs caused by rising health care costs.
Interest expense increased about $.1 million for the third quarter of
2005 as compared to the third quarter of 2004 due to an increase in interest
rates. The Company utilized these loans for capital improvements and
temporary operating funds.
The effective tax rates for the third quarter of 2005 and 2004 were
estimated to be 32.0% and 30.0%, respectively. These estimates were based
upon the prior year effective tax rates. The Company's effective tax rate
differs from the federal and state statutory income tax rate primarily due to
the effects of percentage depletion, minority interest in consolidated income
(loss) and valuation allowance.
Results of Operations - First Nine Months of 2005 Compared to the First Nine
Months of 2004
Consolidated net sales for the nine months ended September 30, 2005
decreased $9.1 million when compared to the nine months ended September 30,
2004. Sales in our Cement Business were higher by $7.2 million while sales in
our Ready-Mixed Concrete Business decreased $16.3 million. Cement Business
sales increased $3.2 million due to increased volume sold and $4.0 million due
to price increases. Sales in our Ready-Mixed Concrete Business decreased
primarily due to a $23.7 million reduction in construction contract sales as
discussed under "Overview" above, which was partially offset by an increase in
ready-mixed concrete sales of $7.4 million of which $3.7 million was due to
increased volume and $3.7 million was due to price increases.
Consolidated cost of sales for the nine months ended September 30, 2005,
decreased by $15.3 million when compared to the nine months ended September
30, 2004. Cost of sales in our Cement Business was higher by $.3 million
while cost of sales in our Ready-Mixed Concrete Business was lower by $15.6
million. Cement Business cost of sales increased $2.4 million due to the 8.0%
increase in volume sold; about $.5 million due to increased supply costs
related to maintenance performed in the early part of 2005; about $.5 million
due to rising health care costs; and about $.2 million due to increased
depreciation. These increases were nearly offset by lower fuel costs of
approximately $3.3 million due to a reduction in the use of natural gas made
possible by our new coal firing system. The decrease in cost of sales in our
Ready-Mixed Concrete Business was primarily due to a $20.1 million reduction
in contract expenses as discussed under "Overview" above, which was partially
offset by an increase in cost of sales of ready-mixed concrete and other
sundry building materials of $4.5 million due to the increased volume sold,
increased raw material prices and increased fuel prices.
As a result of the above sales and cost of sales factors, our overall
gross profit rate for the nine months ended September 30, 2005 was 19.6%
versus 12.5% for the nine months ended September 30, 2004.
Selling, general, and administrative expenses increased by 3.6% during
the first nine months of 2005 compared to the first nine months of 2004.
These costs are normally considered fixed costs that do not vary significantly
with changes in sales volume. This increase is due to an increase in
postretirement benefit costs caused by rising health care costs.
Interest expense increased about $.5 million for the first nine months of
2005 as compared to the first nine months of 2004 due to an increase in
interest rates. The Company utilized these loans for capital improvements and
temporary operating funds.
Other, net increased about $.1 million during the first nine months of
2005 as compared to the first nine months of 2004 primarily due to an increase
in the amount of gain realized on the sale of other equity investments of
approximately $.4 million which was partially offset by a decrease in
dividends received on other equity investments of approximately $.3 million.
The effective tax rates for the nine months ended September 30, 2005 and
2004 were estimated to be 32.3% and 30.0%, respectively. These estimates were
based on the prior year effective tax rates. The Company's effective tax rate
differs from the federal and state statutory income tax rate primarily due to
the effects of percentage depletion, minority interest in consolidated income
(loss) and valuation allowance.
LIQUIDITY
We are able to meet our cash needs primarily from a combination of
operations and bank loans. Cash decreased during the first nine months of
2005 primarily due to increases in receivables and inventories, the purchase
of equipment and the payment of dividends.
In December 2004, we renewed and modified our line of credit and term
loan with our current lender. Our current unsecured credit commitment
consists of a $25,000,000 advancing term loan maturing December 31, 2009 and a
$10,000,000 line of credit maturing December 31, 2005. These loans bear
floating interest rates based on JP Morgan Chase prime rate less .75% and
1.00%, respectively. The loan agreement contains a financial covenant related
to net worth which the Company was in compliance with at the end of the first
nine months of 2005. As of September 30, 2005, we had borrowed $23,613,405 on
the advancing term loan and $-0- on the line of credit leaving a balance
available on the line of credit of $10,000,000. The average daily interest
rate we paid on the advancing term loan during the third quarter of 2005 and
2004 was 5.67% and 3.16%, respectively, and for the first nine months of 2005
and 2004 was 5.17% and 2.89%, respectively. The average daily interest rate
we paid on the line of credit during the third quarter of 2005 and 2004 was
5.42% and 3.66%, respectively, and for the first nine months of 2005 and 2004
was 4.92% and 3.39%, respectively. As of September 30, 2005, the applicable
interest rate was 6.00% on the advancing term loan and 5.75% on the line of
credit. The advancing term loan was used to help finance the expansion
project at our cement manufacturing facility. The line of credit was used to
cover operating expenses during the first six months of the year when we build
inventory due to the seasonality of our business. It was paid off using funds
from operations during the third quarter. Our board of directors has given
management the authority to borrow an additional $15,000,000 for a maximum of
$50,000,000.
Construction of an addition to the Company's corporate office has begun
with completion anticipated in mid 2006 at a total cost of approximately $2.5
million.
The Company has started the conversion of our remaining preheater kiln to
a precalciner kiln. We have previously spent approximately $7.6 million on
equipment and expect to spend an additional $10.5 million on installation,
electrical and refractory to complete the conversion. Installation is
expected to be completed in the first quarter of 2006. The conversion of this
kiln should increase our production capacity by approximately 200,000 tons per
year. We have not started depreciating this equipment. Other related
projects, including changes to our quarrying and grinding operation to supply
the raw materials required by the increased kiln capacity and increasing our
finished cement storage capacity, are currently under consideration.
For several years the Company has paid a $.20 per share dividend in
January, March, June and September. Although dividends are declared at the
Board's discretion, we project future earnings will support the continued
payment of dividends at the current level.
FINANCIAL CONDITION
Total assets as of September 30, 2005 were $142 million, an increase of
$7.0 million since December 31, 2004 due primarily to increases in receivables
and inventories of approximately $5.3 million and $2.2 million, respectively.
These variations are common during the first nine months of the year due to
the seasonality of our business (see Seasonality below). Investments
increased approximately $.2 million primarily as a result of the sale of about
$1.1 million of equity investments and an unrealized gain of about $1.3
million during the first nine months of 2005.
Accounts payable increased about $1.6 million as of September 30, 2005
compared to December 31, 2004 primarily due to September expenses related to
the increased sales volume in both the Cement and Ready-Mixed Concrete
Business.
Indebtedness decreased about $2.6 million during the first nine months of
2005 primarily as a result of utilizing cash provided by operations to reduce
our bank loans.
CAPITAL RESOURCES
The Company regularly invests in miscellaneous equipment and facility
improvements in both the Cement Business and Ready-Mixed Concrete Business.
Capital expenditures during the first nine months of 2005 included
installation of a clinker cooler to accommodate the increased material flow
when the second precalciner is installed. We also invested in routine
equipment purchases during the first nine months of 2005, primarily in the
Ready-Mixed Concrete Business. Property, plant and equipment expenditures for
the first nine months of 2005 totaled approximately $9.6 million.
We have started converting our remaining preheater kiln to a precalciner
kiln with the major work on this project scheduled for the first quarter of
2006. Construction has also begun on the expansion and remodeling of our
corporate offices, which is projected to be completed in the second quarter of
2006. Other routine equipment purchases are also planned during the remainder
of 2005.
In addition to the completion of the above projects, preliminary plans
under consideration for 2006 include changes to our quarrying and grinding
operation to supply the raw materials required by the increased kiln capacity
and increasing our finished cement storage capacity. If we elect to proceed
with these projects, additional bank financing may be required.
MARKET RISK
Market risks relating to the Company's operations result primarily from
changes in demand for our products. A significant increase in interest rates
could lead to a reduction in construction activities in both the residential
and commercial market. Budget shortfalls during economic slowdowns could
cause money to be diverted away from highway projects, schools, detention
facilities and other governmental construction projects. Reduction in
construction activity lowers the demand for cement, ready-mixed concrete,
concrete products and sundry building materials. As demand decreases,
competition to retain sales volume could create downward pressure on sales
prices. The manufacture of cement requires a significant investment in
property, plant and equipment and a trained workforce to operate and maintain
this equipment. These costs do not materially vary with the level of
production. As a result, by operating at or near capacity, regardless of
demand, companies can reduce per unit production costs. The continual need to
control production costs encourages overproduction during periods of reduced
demand.
INFLATION
Inflation directly affects the Company's operating costs. The
manufacture of cement requires the use of a significant amount of energy. The
Company burns primarily solid fuels, such as coal and petroleum coke, and to a
lesser extent natural gas, in its kilns. While we do not anticipate a
significant increase above the rate of inflation in the cost of these solid
fuels, or in the electricity required to operate our cement manufacturing
equipment, an increase in such manufacturing components could adversely affect
us. Prices of the specialized replacement parts and equipment the Company
must continually purchase tend to increase directly with the rate of inflation
causing manufacturing costs to increase.
SEASONALITY
Portland cement is the basic material used in the production of ready-
mixed concrete that is used in highway, bridge and building construction.
These construction activities are seasonal in nature. During winter months
when the ground is frozen, groundwork preparation cannot be completed. Cold
temperatures affect concrete set-time, strength and durability, limiting its
use in winter months. Dry ground conditions are also required for
construction activities to proceed. During the summer, winds and warmer
temperatures tend to dry the ground quicker creating fewer delays in
construction projects.
Variations in weather conditions from year-to-year significantly affect
the demand for our products during any particular quarter; however, our
Company's highest revenue and earnings historically occur in its second and
third fiscal quarters, April through September.
FUTURE CHANCE IN ACCOUNTING PRINCIPLES
The Financial Accounting Standards Board (FASB) has issued the following new
accounting pronouncements.
In December 2004, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 123 (revised 2004), Share-Based Payment. The Statement
generally provides that the cost of Share-Based Payments be recognized over
the service period based on the fair value of the option or other instruments
at the date of grant. The grant date fair value should be estimated using an
option-pricing model adjusted for the unique characteristics of the options or
other instruments granted. With respect to future grants, the Company may
elect to use the Black-Scholes option pricing model or may elect to determine
the grant date fair value using an alternative method. This Statement will be
effective for the Company beginning January 1, 2006. The Company does not
have outstanding stock options or a stock option plan and therefore the
Company does not expect this pronouncement to have an affect on its financial
statements.
In November 2004, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter
4. This Statement clarifies that items such as idle facility expense,
excessive spoilage, double freight, and re-handling costs should be classified
as a current-period charge. The Statement also requires the allocation of
fixed production overhead to inventory based on the normal capacity of the
production facilities. The statement is effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. The Company has
not yet determined the impact that this new pronouncement will have on the
Company's consolidated financial statements.
In December 2004, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 153, Exchanges of Nonmonetary Assets, an amendment of APB
Opinion No. 29. Statement No. 29 generally provides that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged subject to certain exceptions to the general rule. The Statement
amends Opinion No. 29 to eliminate the exception for exchanges involving
similar productive assets with a general exception for exchanges that do not
have commercial substance. A nonmonetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a
result of the exchange. This Statement is effective for nonmonetary asset
exchanges in periods beginning after June 15, 2005. The Company has not yet
determined the impact that this new pronouncement will have on the Company's
consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has $13,804,631 of equity securities, primarily public traded
entities, as of September 30, 2005. These investments are not hedged and are
exposed to the risk of changing market prices. The Company classifies these
securities as "available-for-sale" for accounting purposes and marks them to
market on the balance sheet at the end of each period. Management estimates
that its investments will generally be consistent with trends and movements of
the overall stock market excluding any unusual situations. An immediate 10%
change in the market price of our equity securities would have an $830,000
effect on comprehensive income.
The Company also has $23,613,405 of bank loans as of September 30, 2005.
Interest rates on the Company's advancing term loan and line of credit are
variable and are based on the JP Morgan Chase prime rate less .75 % and 1.00%,
respectively.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures (as defined in
Rules 13a-5(e) and 15d-15(e) under the Exchange Act) that are designed to
ensure that information required to be disclosed in the Company's reports
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the rules and forms of the Securities and
Exchange Commission, and that such information is accumulated and communicated
to the Company's management, including its President and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosures. Any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired
control objectives.
As of the end of the period covered by this report, an evaluation was
carried out by the Company's management, including its President and Chairman
of the Board of Directors and Chief Financial Officer, of the effectiveness of
its disclosure controls and procedures (as defined in Rules 13a-5(e) under the
Securities Exchange Act of 1934). There are inherent limitations to the
effectiveness of any system of disclosure controls and procedures, including
the possibility of human error and the circumvention or overriding of the
controls and procedures. Accordingly, even effective disclosure controls and
procedures can only provide reasonable assurance of achieving their control
objectives. Based upon that evaluation, the Company's President and Chairman
of the Board of Directors and Chief Financial Officer concluded that these
disclosure controls and procedures were effective in all material respects to
provide reasonable assurance that information required to be disclosed in the
reports we file and submit under the Exchange Act is recorded, processed,
summarized and reported as and when required as of the end of the period
covered by this report.
There were no changes in our internal control over financial reporting
that occurred during the quarter ended September 30, 2005 that materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On April 27, 2005, our subsidiary, Tulsa Dynaspan, Inc. ("TDI"), filed a
lawsuit in the United States District Court for the Northern District of
Oklahoma against David G. Markle, a former director, President and employee of
TDI, Richard L. Evilsizer, a former officer and employee of TDI, certain other
former employees of TDI and companies controlled by one or more of such
individuals. Some or all of the individual defendants have organized
businesses that directly compete with TDI. TDI is claiming the defendants
damaged TDI as a result of, among other things (1) the unauthorized use of TDI
assets and resources while they were employees of TDI for the benefit of one
or more defendants, (2) the improper use of TDI computers in violation of the
Federal Computer Fraud and Abuse Act, (3) defamation and disparagement of TDI,
(4) violation of fiduciary duties the individual defendants owed to TDI, and
(5) improper use by the defendants of trade secrets and other proprietary
information of TDI. On August 12, 2005, the judge in this litigation stayed
further proceedings pending a judgment, or final order in the state court case
described below.
On December 28, 2004, Mr. Markle filed a lawsuit in the District Court
for Tulsa County, Oklahoma against TDI and The Monarch Cement Company seeking
a declaratory judgment as to the ownership of an alleged invention of a method
for the construction of parking garages. On January 11, 2005, Mr. Markle
resigned from TDI. Amendments to Mr. Markle's petition have been filed to add
as plaintiffs in this action all of the defendants in the above-described TDI
lawsuit filed in the Northern District of Oklahoma and to add certain claims,
including claims alleging (i) that Monarch has breached its fiduciary duties
to Mr. Markle and one other plaintiff as minority stockholders of TDI, (ii)
defamation of the plaintiffs and (iii) interference with contractual
relations. Monarch has moved to dismiss the breach of fiduciary duty claims
against it, and has filed a counterclaim against Markle for breach of a non-
competition agreement. TDI has filed counterclaims identical to those
originally filed in federal court as set forth above. Discover is ongoing.
No trial date is set at present. Monarch and TDI believe the invention is
owned by TDI and that all claims against them are without merit. Monarch and
TDI will vigorously contest any ownership by Mr. Markle in the invention and
will vigorously defend all claims against them.
Item 6. Exhibits
31.1 Certificate of the President and Chairman of the Board
pursuant to Section 13a-14(a)/15d-14(a) of the Securities
Exchange Act of 1934.
31.2 Certificate of the Chief Financial Officer pursuant
to Section 13a-14(a)/15d-14(a) of the Securities Exchange
Act of 1934.
32.1 18 U.S.C. Section 1350 Certificate of the President
and Chairman of the Board dated November 14, 2005.
32.2 18 U.S.C. Section 1350 Certificate of the
Chief Financial Officer dated November 14, 2005.
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 14, 2005 /s/ Walter H. Wulf, Jr.
Walter H. Wulf, Jr.
President and
Chairman of the Board
Date November 14, 2005 /s/ Debra P. Roe
Debra P. Roe, CPA
Chief Financial Officer and
Assistant Secretary-Treasurer
<Page>
EXHIBIT INDEX
Exhibit
Number Description
31.1 Certificate of the President and Chairman of the
Board pursuant to Section 13a-14(a)/15d-14(a)
of the Securities Exchange Act of 1934
31.2 Certificate of the Chief Financial Officer
pursuant to Section 13a-14(a)/15d-14(a)
of the Securities Exchange Act of 1934
32.1 18 U.S.C. Section 1350 Certificate of the President
and Chairman of the Board dated November 14, 2005.
32.2 18 U.S.C. Section 1350 Certificate of the Chief
Financial Officer dated November 14, 2005.