UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark
One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934.
For the quarterly period ended
March 31,
2007, 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 |
|
KANSAS |
48-0340590 |
P.O. BOX 1000, HUMBOLDT, KANSAS |
66748-0900 |
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 a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer
Accelerated filer X Non-accelerated filer
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
YES
NO X
As of April 26, 2007, there were 2,493,602 shares of Capital Stock, par value $2.50 per share outstanding and 1,533,356 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, 2006 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 2006 filed with the Securities and 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 | |||||
March 31, 2007 and December 31, 2006 | |||||
ASSETS | 2 0 0 7 | 2 0 0 6 | |||
CURRENT ASSETS: | (Unaudited) | (Unaudited) | |||
Cash and cash equivalents | $ 2,707,390 | $ 2,410,623 | |||
Receivables, less allowances of $651,000 in 2007 and | |||||
$641,000 in 2006 for doubtful accounts | 15,517,959 | 14,795,481 | |||
Inventories, priced at cost which is not in excess of market- | |||||
Finished cement | $ 7,442,184 | $ 3,988,211 | |||
Work in process | 3,227,147 | 2,753,095 | |||
Building products | 3,957,740 | 3,693,636 | |||
Fuel, gypsum, paper sacks and other | 3,917,734 | 3,465,194 | |||
Operating and maintenance supplies | 9,310,979 | 8,677,942 | |||
Total inventories | $ 27,855,784 | $ 22,578,078 | |||
Refundable federal and state income taxes | 464,574 | 739,574 | |||
Deferred income taxes | 670,000 | 670,000 | |||
Prepaid expenses | 734,249 | 284,599 | |||
Total current assets | $ 47,949,956 | $ 41,478,355 | |||
PROPERTY, PLANT AND EQUIPMENT, at cost, less | |||||
accumulated depreciation and depletion of $133,464,194 | |||||
in 2007 and $131,120,295 in 2006 | 93,608,256 | 95,112,389 | |||
DEFERRED INCOME TAXES | 9,528,442 | 9,692,000 | |||
INVESTMENTS | 15,378,368 | 15,275,669 | |||
OTHER ASSETS | 889,592 | 945,429 | |||
$167,354,614 | $ 162,503,842 | ||||
LIABILITIES AND STOCKHOLDERS' INVESTMENT | |||||
CURRENT LIABILITIES: | |||||
Accounts payable | $ 7,486,586 | $ 5,579,416 | |||
Line of credit payable | 9,845,406 | 6,397,667 | |||
Current portion of advancing term loan | 2,061,167 | 2,027,377 | |||
Accrued liabilities | 4,728,372 | 6,102,002 | |||
Total current liabilities | $ 24,121,531 | $ 20,106,462 | |||
LONG-TERM DEBT | 19,469,249 | 20,055,010 | |||
ACCRUED POSTRETIREMENT BENEFITS | 25,745,000 | 25,322,665 | |||
ACCRUED PENSION EXPENSE | 4,177,522 | 4,040,213 | |||
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES | 1,008,703 | 1,023,116 | |||
STOCKHOLDERS' INVESTMENT: | |||||
Capital stock, par value $2.50 per share, one vote per share - | |||||
Authorized 10,000,000 shares, Issued 2,492,302 shares | |||||
at 3/31/2007 and 2,488,285 shares at 12/31/2006 | $ 6,230,755 | $ 6,220,713 | |||
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 1,534,656 | |||||
shares at 3/31/2007 and 1,538,673 shares at 12/31/2006 | 3,836,640 | 3,846,682 | |||
Retained earnings | 87,428,176 | 86,797,943 | |||
Accumulated other comprehensive income (loss) | (4,662,962) | (4,908,962) | |||
Total stockholders' investment | $ 92,832,609 | $ 91,956,376 | |||
$ 167,354,614 | $ 162,503,842 | ||||
See notes to condensed consolidated financial statements |
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES | |||||
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS | |||||
For the Three Months Ended March 31, 2007 and 2006 (Unaudited) | |||||
2007 | 2006 | ||||
NET SALES | $24,212,360 | $31,211,502 | |||
COST OF SALES | 20,477,880 | 26,363,956 | |||
Gross profit from operations | $ 3,734,480 | $ 4,847,546 | |||
SELLING, GENERAL AND | |||||
ADMINISTRATIVE EXPENSES | 3,848,438 | 3,433,546 | |||
Income (loss) from operations | $ (113,958) | $ 1,414,000 | |||
OTHER INCOME (EXPENSE): | |||||
Interest income | $ 65,888 | $ 78,862 | |||
Interest expense | (475,670) | (193,164) | |||
Other, net | 1,428,973 | 157,570 | |||
$ 1,019,191 | $ 43,268 | ||||
Income before taxes on income | $ 905,233 | $ 1,457,268 | |||
PROVISION FOR INCOME TAXES | 275,000 | 450,000 | |||
NET INCOME | $ 630,233 | $ 1,007,268 | |||
RETAINED EARNINGS, beginning of period | 86,797,943 | 76,965,363 | |||
RETAINED EARNINGS, end of period | $87,428,176 | $77,972,631 | |||
Basic earnings per share | $ 0.16 | $ 0.25 | |||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||||
For the Three Months Ended March 31, 2007 and 2006 (Unaudited) | |||||
2007 | 2006 | ||||
NET INCOME | $ 630,233 | $ 1,007,268 | |||
UNREALIZED APPRECIATION | |||||
ON AVAILABLE FOR SALE SECURITIES | |||||
(Net of deferred tax expense of $648,000 | |||||
and $1,415,000 for 2007 and 2006, respectively) | 972,000 | 2,120,000 | |||
RECLASSIFICATION ADJUSTMENT FOR | |||||
REALIZED GAINS INCLUDED IN | |||||
NET INCOME (net of deferred tax expense | |||||
of $484,000 and $-0- for 2007 and 2006, respectively) | (726,000) | - | |||
COMPREHENSIVE INCOME | $ 876,233 | $ 3,127,268 | |||
See notes to condensed consolidated financial statements | |||||
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES | |||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
For the Three Months Ended March 31, 2007 and 2006 (Unaudited) | |||
2007 | 2006 | ||
OPERATING ACTIVITIES: | |||
Net income | $ 630,233 | $ 1,007,268 | |
Adjustments to reconcile net income to | |||
net cash provided by operating activities: | |||
Depreciation, depletion and amortization | 2,853,402 | 2,364,101 | |
Minority interest in earnings (losses) of subsidiaries | (14,413) | (68,072) | |
Deferred income taxes | (443) | 788 | |
Gain on disposal of assets | (13,652) | (103,236) | |
Realized gain on sale of equity investments | (1,209,318) | - | |
Change in assets and liabilities: | |||
Receivables, net | (722,478) | (735,474) | |
Inventories | (5,277,706) | (4,153,002) | |
Refundable income taxes | 275,000 | - | |
Prepaid expenses | (449,650) | (495,137) | |
Other assets | 5,557 | 4,856 | |
Accounts payable and accrued liabilities | 2,020,509 | 3,163,428 | |
Accrued postretirement benefits | 422,335 | 456,901 | |
Accrued pension expense | 137,309 | 24,252 | |
Net cash provided by (used for) operating activities | $ (1,343,315) | $ 1,466,673 | |
INVESTING ACTIVITIES: | |||
Acquisition of property, plant and equipment | $ (1,099,734) | $ (8,169,137) | |
Proceeds from disposals of property, plant and equipment | 18,750 | 139,000 | |
Payment for purchases of equity investments | (286,673) | (18,116) | |
Proceeds from disposals of equity investments | 1,803,293 | - | |
Decrease in short-term investments, net | - | 1,500,000 | |
Purchases of subsidiaries' stock | - | (118,116) | |
Net cash provided by (used for) investing activities | $ 435,636 | $ (6,666,369) | |
FINANCING ACTIVITIES: | |||
Increase in line of credit, net | $ 3,447,740 | $ 5,175,304 | |
Payments on bank loans | (498,170) | (470,027) | |
Payments on other long-term debt | (53,802) | (50,728) | |
Cash dividends paid | (1,691,322) | (1,610,783) | |
Net cash provided by financing activities | $ 1,204,446 | $ 3,043,766 | |
Net increase (decrease) in cash and cash equivalents | $ 296,767 | $ (2,155,930) | |
Cash and Cash Equivalents, beginning of year | 2,410,623 | 4,895,561 | |
Cash and Cash Equivalents, end of period | $ 2,707,390 | $ 2,739,631 | |
Interest paid, net of amount capitalized | $ 467,226 | $ 182,898 | |
Income taxes paid, net of refunds | $ - | $ 242,547 | |
Capital equipment additions included in accounts payable | $ 365,881 | $ 3,602,952 | |
See notes to condensed consolidated financial statements |
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES | ||
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | ||
March 31, 2007 and 2006 (Unaudited), and December 31, 2006 |
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.
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 first quarter of 2007 and 2006. The Company has no common stock equivalents and therefore, does not report diluted earnings per share.
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 line for the periods ended March 31, 2007 and 2006 and December 31, 2006 (in thousands):
Three Months Ended |
||||
3/31/07 | 3/31/06 | |||
Sales to Unaffiliated Customers | ||||
Cement Business | $ 9,740 | $ 10,973 | ||
Ready-Mixed Concrete Business | 14,472 | 20,238 | ||
Intersegment Sales | ||||
Cement Business | 2,351 | 3,144 | ||
Ready-Mixed Concrete Business | - | - | ||
Operating Income (Loss) | ||||
Cement Business | 705 | 1,540 | ||
Ready-Mixed Concrete Business | (819) | (126) | ||
Capital Expenditures | ||||
Cement Business | 918 | 9,050 | ||
Ready-Mixed Concrete Business | 386 | 684 | ||
Balance as of | ||||
3/31/07 | 12/31/06 | |||
Identifiable Assets | ||||
Cement Business | $ 101,620 | $ 98,343 | ||
Ready-Mixed Concrete Business | 36,096 | 34,428 | ||
Corporate Assets | 29,638 | 29,733 |
Pension Benefits |
Other Benefits |
||||||
2007 |
2006 |
2007 |
2006 |
||||
Service cost | $ 102,682 | $ 183,053 | $ 130,830 | $ 127,076 | |||
Interest cost | 319,606 | 600,449 | 411,728 | 399,913 | |||
Expected return on plan assets | (353,829) | (669,031) | - | - | |||
Amortization of prior service cost | 14,019 | 26,823 | - | - | |||
Recognized net actuarial gain | 42,876 | 35,035 | - | - | |||
Unrecognized net loss | - | - | 206,040 | 200,127 | |||
Net periodic expense | $ 125,354 | $ 176,329 | $ 748,598 | $ 727,116 |
As previously disclosed in our financial statements for the year ended December 31, 2006, Monarch expects to contribute approximately $571,000 to the pension fund in the last three quarters of 2007. 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, 2006, Monarch expects to contribute approximately $1,400,000 to this plan in 2007. As of March 31, 2007, we have contributed about $325,000 and anticipate contributing an additional $1,075,000 to this plan in 2007 for a total of $1,400,000.
A Monarch subsidiary, Monarch and three of its officers are involved in a lawsuit with the former officers of that subsidiary and companies formed by those officers. All claims against Monarch, its subsidiary and officers have been dismissed by the court; on the counterclaims asserted by Monarch and the subsidiary, summary judgment has been granted against the former officers with damages still to be determined.
The Company adopted the provisions of the Financial Accounting Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies the application of Statement 109 by defining a recognition threshold of "more likely than not" that the position would be sustained upon examination before any part of the benefit of that position be recognized in an enterprise's financial statements. It also provides guidance on the measurement of the tax position. The adoption of FIN 48 had no material effect on the Company's financial position, operations or cash flows.
The Company or one of its subsidiaries files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. Federal or state income tax examinations by tax authorities for years before 2003.
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, 2006 for accounting policies which are considered by management to be critical to an understanding of the Company's financial statements.
The Company adopted the provisions of the Financial Accounting Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies the application of Statement 109 by defining a recognition threshold of "more likely than not" that the position would be sustained upon examination before any part of the benefit of that position be recognized in an enterprise's financial statements. It also provides guidance on the measurement of the tax position. The adoption of FIN 48 had no material effect on the Company's financial position, operations or cash flows.
The Company or one of its subsidiaries files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. Federal or state income tax examinations by tax authorities for years before 2003.
RESULTS OF OPERATIONS - OVERVIEW
Our products are used in residential, commercial and governmental construction. In recent years 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.
Operating results for the first quarter vary considerably from year-to-year. Sales and the resulting income (loss) are significantly affected by the length and severity of winter weather and the corresponding slowdown in construction activity. Cement and ready-mixed concrete sales for the first quarter of 2007 were impacted by a longer period of cold weather as compared to 2006. Volume decreases resulting from unfavorable weather conditions, partially offset by increases in price, resulted in a decrease in net income. We anticipate sales in both the Cement Business and Ready-Mixed Concrete Business will improve during the balance of 2007.
RESULTS OF OPERATIONS - FIRST QUARTER OF 2007 COMPARED TO FIRST QUARTER OF 2006
Consolidated net sales for the three months ended March 31, 2007, decreased by $7.0 million when compared to the three months ended March 31, 2006. Sales in our Cement Business were lower by $1.2 million and sales in our Ready-Mixed Concrete Business were lower by $5.8 million. Cement Business sales decreased $2.1 million due to decreased volume sold and increased $.9 million due to price increases. Ready-mixed concrete sales and other sundry building materials decreased $6.3 million as a result of decreased volume which was partially offset by a $.5 million increase due to price increases.
Consolidated cost of sales for the three months ended March 31, 2007, decreased by $5.9 million when compared to the three months ended March 31, 2006. Cost of sales in our Cement Business was lower by $.8 million and cost of sales in our Ready-Mixed Concrete Business was lower by $5.1 million. Cement Business cost of sales decreased about $1.5 million due to the 19.0% decrease in volume sold which was partially offset by increased depreciation for new equipment that recently went online. Ready-Mixed Concrete Business cost of sales decreased due to the decreased volume sold.
As a result of the above sales and cost of sales factors, our overall gross profit rate for the three months ended March 31, 2007 was 15.4% versus 15.5% for the three months ended March 31, 2006.
Selling, general, and administrative expenses increased by 12.1% during the first quarter of 2007 compared to the first quarter of 2006. 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 legal and professional fees in the first quarter of 2007 as compared to the first quarter of 2006 due to expenses related to Sarbanes Oxley compliance efforts and pending litigation.
Other, net increased approximately $1.3 million during the first quarter of 2007 as compared to the first quarter of 2006 primarily due to an increase in the amount of gain realized on the sale of other equity investments.
Interest expense increased about $.3 million for the first quarter of 2007 as compared to the first quarter of 2006 due to an increase in interest rates and an increase in borrowings. The Company utilized these loans for capital improvements and temporary operating funds.
The effective tax rates for the three months ended March 31, 2007 and 2006 were 30.4% and 30.9%, 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, domestic production activities deduction, minority interest in consolidated income (loss) and valuation allowance. Taxes for the current year are estimated based on prior year effective tax rates.
LIQUIDITY
We are able to meet our cash needs primarily from a combination of operations and bank loans. Cash increased during the first three months of 2007 primarily due to the sale of equity investments and increased borrowings.
In December 2006, we renewed and modified our line of credit with our current lender. Our current unsecured credit commitment consists of a $25 million advancing term loan maturing December 31, 2009 and a $15 million line of credit maturing December 31, 2007. The term loan bears a floating interest rate based on JP Morgan Chase prime rate less .75% and the line of credit bears a floating interest rate based on lender's national prime rate less 1.00%. The loan agreement contains a financial covenant related to net worth which the Company was in compliance with at the end of the first quarter of 2007. As of March 31, 2007, we had borrowed $20.9 million on the advancing term loan and $9.8 million on the line of credit leaving a balance available on the line of credit of $5.2 million. The annual weighted average interest rate we paid on the advancing term loan during the first quarter of 2007 and 2006 was 7.5% and 6.67%, respectively. The annual weighted average interest rate we paid on the line of credit during the first quarter of 2007 and 2006 was 7.25% and 6.42%, respectively. At the end of the quarter, the applicable interest rate was 7.5% on the advancing term loan and 7.25% 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 quarter of the year when we build inventory due to the seasonality of our business. Our board of directors has given management the authority to borrow an additional $10 million for a maximum of $50 million.
The Company plans further capital expenditures, including changes to our quarrying and grinding operation to supply the raw materials required by the increased kiln capacity, improvements to our fuel handling system and installation of an overland conveyor system to improve efficiencies in moving raw materials. However, we do not anticipate capital expenditures for 2007 to be at the level of 2006 and we do not anticipate the need for additional bank financing other than that available under existing lines of credit.
For several years the Company has paid a $.20 per share dividend in January, March, June and September. Beginning with the April 2006 Board of Directors meeting, the Board elected to increase these dividends to $.21 per share and at the April 2007 Board of Directors meeting, the Board increased the dividend to $.22 per share. 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 March 31, 2007 were $167.4 million, an increase of $4.9 million since December 31, 2006 due to increases in receivables and inventories of approximately $.7 million and $5.3 million, respectively. These variations are common during the first quarter of the year due to the seasonality of our business (see Seasonality below).
Accounts payable increased about $2.0 million as of March 31, 2007 compared to December 31, 2006 primarily due to the expenses related to increased sales volume in March over December.
Indebtedness increased about $2.9 million during the first three months of 2007 primarily due to funding the increases in receivables and inventories of approximately $.7 million and $5.3 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 quarter of 2007 included expenditures to improve efficiencies in moving raw materials. We also invested in routine equipment purchases during the first quarter of 2007, primarily in the Ready-Mixed Concrete Business. During the first quarter of 2007, cash expenditures for property, plant and equipment totaled approximately $1.1 million, excluding the amounts that are included in accounts payable.Preliminary plans under consideration for 2007 include changes to our quarrying and grinding operation to supply the raw materials required by the increased kiln capacity. The Company also plans to invest in other miscellaneous equipment and facility improvements in both the Cement Business and Ready-Mixed Concrete Business in 2007. It is expected that the Company's capital expenditures will approximate $14 million during 2007 and will be funded with a mixture of cash from operations and temporary bank loans. We do not anticipate the need for additional bank financing beyond the amount available through our existing line of credit.
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 and uses a significant amount of electricity 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.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company owns $15.4 million of equity securities, primarily publicly traded entities, as of March 31, 2007. 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 $.9 million effect on comprehensive income.
The Company also has $30.7 million of bank loans as of March 31, 2007. 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 lender's national prime rate less 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). 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 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 March 31, 2007 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company and Tulsa Dynaspan, Inc. ("TDI") a subsidiary of the Company, are defendants in a case brought by David Markle, Richard Evilsizer, and five other named plaintiffs, filed in the District Court of Tulsa County, Oklahoma, on December 29, 2004 and amended on January 19, 2005, January 6, 2006, August 18, 2006, and January 12, 2007. Prior to the August 18, 2006 amendment, Plaintiffs dismissed claims they had previously asserted for defamation and various business torts, derivative claims brought on behalf of the Company, and claims to ownership of an invention relating to parking garage construction. Markle and Evilsizer remain as Plaintiffs; the five other original Plaintiffs remain in the action only as counterclaim defendants. Plaintiffs seek an award of actual and exemplary damages from the Company, one of its directors and four of TDI's directors for alleged breach of fiduciary duties owed to TDI, based upon derivative and breach of contract claims. The Company has asserted a counterclaim based upon breach of contract against Markle and TDI has asserted counterclaims based upon breach of fiduciary duty, misappropriation, violations of the Computer Fraud and Abuse Act and the Oklahoma Trade Secrets Act, unjust enrichment, and various business torts against all of the original plaintiffs. Plaintiffs also seek an order from the Court that the Company purchase Plaintiffs' shares of TDI stock for fair value. On April 10, 2007, the Court heard arguments on various motions and subsequently entered the following orders: Monarch and the individual directors' motion for summary judgment dismissing all of Plaintiffs' claims was granted; Monarch's motion for summary judgment on its pre-termination competition claim against Markle was granted; TDI's motion for summary judgment against Plaintiffs for unjust enrichment and breach of fiduciary duty was granted; Markle's motion for partial summary judgment on the non-compete agreement executed by the parties was denied. Additional hearings to establish TDI's and Monarch's damages will be necessary; all of Plaintiffs' claims have now been dismissed. No assurances can be given as to the outcome of this litigation.
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 May 10, 2007.
32.2 18 U.S.C. Section 1350 Certificate of the Chief Financial Officer dated May 10, 2007.
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 May 10, 2007 /s/ Walter H. Wulf, Jr.
Walter H. Wulf, Jr.
President and
Chairman of the Board
Date May 10, 2007 /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 May 10, 2007.
32.2 18 U.S.C. Section
1350 Certificate of the
Chief Financial Officer dated May 10, 2007.