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 June 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 August 10, 2005, there were 2,415,757 shares of Capital Stock, par value
$2.50 per share outstanding and 1,611,201 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.
Item 1. Financial Statements
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 2005 and December 31, 2004
ASSETS 2 0 0 5 2 0 0 4
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 4,256,247 $ 4,999,253
Receivables, less allowances of $755,000 in 2005
and $727,000 in 2004 for doubtful accounts 18,251,969 13,523,816
Inventories, priced at cost which is not in
excess of market-
Finished cement $ 4,595,763 $ 2,679,506
Work in process 1,666,034 1,456,854
Building products 3,733,574 3,391,901
Fuel, gypsum, paper sacks and other 3,146,647 2,919,528
Operating and maintenance supplies 8,187,172 7,500,453
Total inventories $ 21,329,190 $ 17,948,242
Refundable federal and state income taxes - 812,807
Deferred income taxes 686,000 686,000
Prepaid expenses 589,143 170,236
Total current assets $ 45,112,549 $ 38,140,354
PROPERTY, PLANT AND EQUIPMENT, at cost, less
accumulated depreciation and depletion of
$116,396,171 in 2005 and $113,663,839 in 2004 82,888,071 79,948,242
DEFERRED INCOME TAXES 2,275,000 1,965,000
INVESTMENTS 11,904,631 13,620,501
OTHER ASSETS 1,390,326 1,526,069
$143,570,577 $135,200,166
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable $ 7,532,778 $ 5,686,857
Line of credit payable 7,715,949 981,667
Current portion of advancing term loan 2,067,498 2,021,503
Accrued liabilities 4,562,130 5,659,437
Total current liabilities $ 21,878,355 $ 14,349,464
LONG-TERM DEBT 22,936,429 24,119,115
ACCRUED POSTRETIREMENT BENEFITS 10,840,084 10,128,039
ACCRUED PENSION EXPENSE 1,484,462 1,238,027
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES 1,380,200 1,349,566
STOCKHOLDERS' INVESTMENT:
Capital stock, par value $2.50 per share,
One vote per share - Authorized 10,000,000
shares, Issued 2,413,517 shares at 6/30/2005
and 2,406,197 shares at 12/31/2004 $ 6,033,793 $ 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
1,613,441 shares at 6/30/2005 and 1,620,761
shares at 12/31/2004 4,033,602 4,051,902
Retained earnings 72,133,652 70,528,560
Accumulated other comprehensive income 2,850,000 3,420,000
Total stockholders' investment $ 85,051,047 $ 84,015,955
$143,570,577 $135,200,166
See notes to condensed consolidated financial statements
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
For the Three Months and the Six Months Ended June 30, 2005 and 2004
(Unaudited)
For the Three Months Ended For the Six Months Ended
June 30, June 30, June 30, June 30,
2005 2004 2005 2004
NET SALES $37,272,061 $40,730,540 $61,813,142 $68,379,837
COST OF SALES 30,303,009 36,005,888 52,140,349 60,362,436
Gross profit from operations $ 6,969,052 $ 4,724,652 $ 9,672,793 $ 8,017,401
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 3,270,282 3,049,664 6,092,463 6,127,037
Income from operations 3,698,770 $ 1,674,988 $ 3,580,330 $ 1,890,364
OTHER INCOME (EXPENSE):
Interest income $ 49,482 $ 114,266 $ 136,519 $ 139,867
Interest expense (424,717) (221,104) (750,593) (400,668)
Other, net 69,488 77,473 624,228 399,367
$ (305,747) $ (29,365) $ 10,154 $ 138,566
Income before taxes on income $ 3,393,023 $ 1,645,623 $ 3,590,484 $ 2,028,930
PROVISION FOR TAXES ON INCOME 1,115,000 485,000 1,180,000 600,000
NET INCOME $ 2,278,023 $ 1,160,623 $ 2,410,484 $ 1,428,930
RETAINED EARNINGS, beg of period 70,661,021 71,449,230 70,528,560 71,180,923
Less cash dividends 805,392 805,392 805,392 805,392
RETAINED EARNINGS, end of period $72,133,652 $71,804,461 $72,133,652 $71,804,461
Basic earnings per share $.57 $.29 $.60 $.35
Cash dividends per share $.20 $.20 $.20 $.20
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months and the Six Months Ended June 30, 2005 and 2004 (Unaudited)
For the Three Months Ended For the Six Months Ended
June 30, June 30, June 30, June 30,
2005 2004 2005 2004
NET INCOME $ 2,278,023 $ 1,160,623 $ 2,410,484 $ 1,428,930
UNREALIZED APPRECIATION (DEPRE-
CIATION) ON AVAILABLE FOR SALE
SECURITIES (Net of deferred
tax expense (benefit) of
$20,000, $300,000, $(225,000)
and $800,000, respectively) 30,000 500,000 (340,000) 1,300,000
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 $ 2,308,023 $ 1,660,623 $ 1,840,484 $ 2,728,930
See notes to condensed consolidated financial statements
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2005 and 2004 (Unaudited)
2005 2004
OPERATING ACTIVITIES:
Net income $ 2,410,484 $ 1,428,930
Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Depreciation, depletion and amortization 5,236,143 4,851,804
Minority interest in earnings (losses)
of subsidiaries 30,635 (34,904)
Deferred income taxes - 25
Gain on disposal of assets (125,394) (104,387)
Realized gain on sale of other investments (384,376) (22)
Change in assets and liabilities:
Receivables, net (4,728,153) (8,061,660)
Inventories (3,380,948) (4,223,925)
Refundable federal and state income taxes 812,807 -
Prepaid expenses (418,907) (488,193)
Other assets 9,283 8,821
Accounts payable and accrued liabilities 2,209,978 3,677,651
Accrued postretirement benefits 712,045 444,514
Accrued pension expense 246,435 178,812
Net cash provided by (used for) operating
activities $ 2,630,032 $ (2,322,534)
INVESTING ACTIVITIES:
Acquisition of property, plant and equipment $ (7,958,435) $ (5,874,128)
Proceeds from disposals of property, plant
and equipment 359,136 296,937
Payment for purchases of equity investments - (376,101)
Proceeds from disposals of equity investments 1,150,245 23
Purchases of subsidiaries' stock (105,400) (68,681)
Net cash used for investing activities $ (6,554,454) $ (6,021,950)
FINANCING ACTIVITIES:
Increase in line of credit, net $ 6,734,282 $ 9,986,803
Payments on bank loans (951,414) (1,693,227)
Payments on other long-term debt (185,277) (117,414)
Cash dividends paid (2,416,175) (2,416,175)
Net cash provided by financing activities $ 3,181,416 $ 5,759,987
Net decrease in cash and cash equivalents $ (743,006) $ (2,584,497)
CASH AND CASH EQUIVALENTS, beginning of year 4,999,253 5,438,018
CASH AND CASH EQUIVALENTS, end of period $ 4,256,247 $ 2,853,521
Interest paid, net of amount capitalized $ 776,054 $ 429,828
Income taxes paid, net of refunds $ 159,200 $ 688,063
Capital equipment additions included in
accounts payable $ 149,419 $ -
See notes to condensed consolidated financial statements
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 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
second quarter of 2005 and 2004 and in the first six 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-Mix Concrete Business"
refers to our ready-mixed concrete, concrete products and sundry building
materials business. Following is condensed information for each line for
the periods indicated (in thousands):
Three Months Ended Six Months Ended
6/30/05 6/30/04 6/30/05 6/30/04
Sales to Unaffiliated Customers
Cement Business $17,955 $15,802 $26,404 $22,096
Ready-Mixed Concrete Business 19,317 24,929 35,409 46,284
Intersegment Sales
Cement Business 3,536 2,987 6,045 5,030
Ready-Mixed Concrete Business - - - -
Operating Income (Loss)
Cement Business 4,769 2,325 5,565 3,036
Ready-Mixed Concrete Business (1,071) (650) (1,985) (1,146)
Capital Expenditures
Cement Business 1,345 1,588 4,604 2,664
Ready-Mixed Concrete Business 1,498 2,535 3,354 3,210
Balance as of
6/30/05 12/31/04
Identifiable Assets
Cement Business $83,689 $76,018
Ready-Mixed Concrete Business 39,370 35,572
Corporate Assets 20,512 23,610
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 these 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 costs for the
six months ended June 30, 2005 and 2004:
Pension Benefits Other Benefits
2005 2004 2005 2004
Service cost $255,833 $229,978 $ 277,085 $ 213,039
Interest cost 839,178 819,121 759,919 584,230
Expected return on plan assets (935,028) (920,092) - -
Amortization of prior
service costs 37,488 37,562 - -
Recognized net actuarial gain 48,964 12,242 - -
Unrecognized net loss - - 278,424 214,067
Net periodic pension expense $246,435 $178,811 $1,315,428 $1,011,336
The following table presents the components of net periodic costs for the
three months ended June 30, 2005 and 2004:
Pension Benefits Other Benefits
2005 2004 2005 2004
Service cost $127,665 $180,885 $ 180,400 $ 145,779
Interest cost 418,764 620,089 494,756 238,325
Expected return on plan assets (466,595) (737,322) - -
Amortization of prior
service costs 18,707 28,665 - -
Recognized net actuarial gain 24,434 (3,996) - -
Unrecognized net loss - - 181,272 144,064
Net periodic pension expense $122,975 $ 88,321 $ 856,428 $ 528,168
Monarch expects to contribute approximately $600,000 to the pension fund in
the second half 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 June 30, 2005, we
have contributed about $600,000 and anticipate contributing an additional
$600,000 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 and lawsuits will not
have a material adverse effect on the consolidated financial position of
the Company.
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, the timing and source of
funds for the repayment of our line of credit, 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 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 six 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 six 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 half of 2005 as compared to the first half 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 half of 2005 were less than those reported for the first half 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. Except for
design/build projects, we anticipate increases in sales in both the Cement
Business and other Ready-Mixed Concrete Business during the balance of 2005.
Results of Operations - Second Quarter of 2005 Compared to Second Quarter of
2004
Consolidated net sales for the three months ended June 30, 2005
decreased by $3.5 million when compared to the three months ended June 30,
2004. Sales in our Cement Business were higher by $2.1 million, while sales
in our Ready-Mixed Concrete Business decreased $5.6 million. Cement Business
sales increased $.9 million due to increased volume sold and $1.2 million due
to price increases. Sales in our Ready-Mixed Concrete Business decreased $6.7
million primarily due to an $8.4 million reduction in construction contract
sales as discussed under "Overview" above, which was partially offset by an
increase in ready-mixed concrete sales. Ready-mixed concrete and other sundry
building materials sales increased $.8 million due to increased volume and $.9
million due to price increases.
Consolidated cost of sales for the three months ended June 30, 2005,
decreased by $5.7 million when compared to the three months ended June 30,
2004. Cost of sales in our Cement Business was lower by $.6 million while
cost of sales in our Ready-Mixed Concrete Business was lower by $5.1 million.
Lower fuel costs of approximately $.8 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. This decrease was partially offset by a $.2 million
increase created by the 5.7% increase in volume sold. The decrease in cost of
sales in our Ready-Mixed Concrete Business was primarily due to a $5.9 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 $.8 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 June 30, 2005 was 18.7% versus
11.6% for the three months ended June 30, 2004.
Selling, general, and administrative expenses increased by 7.2% during
the second quarter of 2005 compared to the second 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 rising health
insurance costs.
Interest expense increased about $.2 million for the second quarter of
2005 as compared to the second quarter of 2004 due to an increase in bank
loans outstanding and an increase in interest rates. The Company utilized
these loans for capital improvements and temporary operating funds.
The effective tax rates for the second quarter of 2005 and 2004 were
32.9% and 30.0%, respectively. 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. Taxes for the current year are estimated based on prior
year effective tax rates. During 2004, a valuation allowance increased the
effective tax rate by 16.9%. This increase was substantially offset by the
effects of percentage depletion and minority interest in consolidated income
(loss) which reduced the effective tax rate by 13.3% and 3.5%, respectively.
Results of Operations - First Six Months of 2005 Compared to the First Six
Months of 2004
Consolidated net sales for the six months ended June 30, 2005 decreased
$6.6 million when compared to the six months ended June 30, 2004. Sales in
our Cement Business were higher by $4.3 million while sales in our Ready-Mixed
Concrete Business decreased $10.9 million. Cement Business sales increased
$2.5 million due to increased volume sold and $1.8 million due to price
increases. Sales in our Ready-Mixed Concrete Business decreased $12.0 million
primarily due to a $16.1 million reduction in construction contract sales as
discussed under "Overview" above, which was partially offset by an increase in
ready-mixed concrete sales. Ready-mixed concrete and other sundry building
materials sales increased $1.9 million due to increased volume and $2.2
million due to price increases.
Consolidated cost of sales for the six months ended June 30, 2005,
decreased by $8.2 million when compared to the six months ended June 30, 2004.
Cost of sales in our Cement Business was higher by $1.5 million while cost of
sales in our Ready-Mixed Concrete Business was lower by $9.7 million. Cement
Business cost of sales increased $1.3 million due to the 11.4% increase in
volume sold. Maintenance performed in the early part of 2005 resulted in
increased labor and repair supply costs of $.4 million and $1.1 million,
respectively. Fringe benefits also increased about $.6 million primarily due
to rising health insurance costs. These increases were partially offset by
lower fuel costs of approximately $1.9 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 an
$11.8 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 $2.1 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 six months ended June 30, 2005 was 15.6% versus
11.7% for the six months ended June 30, 2004.
Interest expense increased about $.3 million for the first half of 2005
as compared to the first half of 2004 due to an increase in bank loans
outstanding and an increase in interest rates. The Company utilized these
loans for capital improvements and temporary operating funds.
Other, net increased about $.2 million during the first half of 2005 as
compared to the first half 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 six months ended June 30, 2005 and 2004
were 32.9% and 30.0%, respectively. 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. Taxes for the current year are estimated
based on prior year effective tax rates. During 2004, a valuation allowance
increased the effective tax rate by 16.9%. This increase was substantially
offset by the effects of percentage depletion and minority interest in
consolidated income (loss) which reduced the effective tax rate by 13.3% and
3.5%, respectively.
LIQUIDITY
We are able to meet our cash needs primarily from a combination of
operations and bank loans. Cash decreased during the first six 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
six months of 2005. As of June 30, 2005, we had borrowed $24,048,586 on the
advancing term loan and $7,715,949 on the line of credit leaving a balance
available on the line of credit of $2,284,051. The average daily interest
rate we paid on the advancing term loan during the second quarter of 2005 and
2004 was 5.16% and 2.75%, respectively, and for the first six months of 2005
and 2004 was 4.92% and 2.75%, respectively. The average daily interest rate
we paid on the line of credit during the second quarter of 2005 and 2004 was
4.91% and 3.25%, respectively, and for the first six months of 2005 and 2004
was 4.67% and 3.25%, respectively. As of June 30, 2005, the applicable
interest rate was 5.25% on the advancing term loan and 5.0% 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. We anticipate that the line
of credit maturing December 31, 2005 will be paid using funds from operations
or replacement bank financing. 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 early 2006 at a total cost of approximately
$2.5 million.
The Company has preliminary plans to convert 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 could
begin in late 2005 and 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, 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 June 30, 2005 were $144 million, an increase of $8.4
million since December 31, 2004 due primarily to increases in receivables and
inventories of approximately $4.7 million and $3.4 million, respectively.
These variations are common during the first half of the year due to the
seasonality of our business (see Seasonality below). Investments decreased
approximately $1.7 million primarily as a result of the sale of about $1.2
million of equity investments and an unrealized loss of about $.5 million
during the first half of 2005.
Accounts payable increased about $1.8 as of June 30, 2005 compared to
December 31, 2004 primarily due to payments withheld pending completion of
construction projects in the Ready-Mixed Concrete Business and June expenses
related to the increased sales volume in both the Cement and Ready-Mixed
Concrete Business.
Indebtedness increased about $5.6 million during the first six months of
2005 primarily due to capital expenditures of about $7.9 million and funding
the increase in receivables and inventories of about $4.7 million and $3.4
million, respectively.
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 six 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 six months of 2005, primarily in the Ready-Mixed Concrete
Business. Property, plant and equipment expenditures for the first six months
of 2005 totaled approximately $7.9 million.
Construction has begun on the expansion and remodeling of our corporate
offices, which is projected to be completed by the end of the first quarter of
2006. Other routine equipment purchases are also planned during the remainder
of 2005.
Preliminary plans for 2006 include the conversion of our remaining
preheater kiln to a precalciner kiln and changes to our quarrying and grinding
operation to supply the raw materials required by the increased kiln capacity.
Installation of the precalciner may begin later this year with completion in
early 2006. 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 CHANGE 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. The Company must use the Black-Scholes option
pricing model for outstanding options. 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 July 1, 2005. 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 owns $11,904,631 of equity securities, primarily publicly
traded entities, as of June 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 a
$715,000 effect on comprehensive income.
The Company also has $31,764,535 of bank loans as of June 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 June 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 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 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of the stockholders of The Monarch Cement Company
held on April 13, 2005, the stockholders elected three Class I Directors,
namely, David L. Deffner, Gayle C. McMillen, and Richard N. Nixon to serve
terms expiring at the annual meeting of stockholders in 2008. Class II
Directors, namely, Byron J. Radcliff, Michael R. Wachter, Walter H. Wulf, Jr.,
and Walter H. Wulf, III and Class III Directors, namely, Jack R. Callahan,
Ronald E. Callaway, Robert M. Kissick and Byron K. Radcliff, continue to serve
terms expiring at the annual meetings of stockholders in 2006 and 2007,
respectively.
The following is a summary of votes cast.
Withhold Abstentions/
Authority/ Broker
For Against Non-votes
David L. Deffner 15,549,812 133,382 None
Gayle C. McMillen 15,573,512 133,382 None
Richard N. Nixon 15,630,629 133,382 None
Item 6. Exhibits and Reports on Form 8-K
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 August 15, 2005.
32.2 18 U.S.C. Section 1350 Certificate of the Chief
Financial Officer dated August 15, 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 August 15, 2005 /s/ Walter H. Wulf, Jr.
Walter H. Wulf, Jr.
President and
Chairman of the Board
Date August 15, 2005 /s/ Debra P. Roe
Debra P. Roe, CPA
Chief Financial Officer and
Assistant Secretary-Treasurer
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 August 15, 2005.
32.2 18 U.S.C. Section 1350 Certificate of the
Chief Financial Officer dated August 15,
2005.