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, 2002, 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 [ ]
As of November 5, 2002, there were 2,341,243 shares of Capital Stock, par
value $2.50 per share outstanding and 1,685,715 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,
2001 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 2001 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
September 30, 2002 and December 31, 2001
ASSETS 2 0 0 2 2 0 0 1
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 3,671,290 $ 3,224,861
Short-term investments, at cost which
approximates market 2,241 164,073
Receivables, less allowances of $500,000 in 2002
and $493,000 in 2001 for doubtful accounts 20,517,570 13,262,283
Inventories, priced at cost which is not in
excess of market-
Cost determined by last-in, first-out method-
Finished cement $ 1,535,129 $ 1,813,898
Work in process 779,809 2,629,984
Building products 1,228,185 1,159,676
Cost determined by first-in, first-out method-
Fuel, gypsum, paper sacks and other 4,126,417 4,119,068
Cost determined by average method-
Operating and maintenance supplies 8,272,096 7,867,711
Total inventories $ 15,941,636 $ 17,590,337
Refundable federal and state income taxes - 474,867
Deferred income taxes 505,000 505,000
Prepaid expenses 232,620 66,193
Total current assets $ 40,870,357 $ 35,287,614
PROPERTY, PLANT AND EQUIPMENT, at cost, less
accumulated depreciation and depletion of
$99,728,291 in 2002 and $92,458,417 in 2001 82,290,235 81,441,837
DEFERRED INCOME TAXES 2,415,000 2,305,000
OTHER ASSETS 10,754,322 7,603,212
$136,329,914 $126,637,663
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable $ 6,843,787 $ 6,636,841
Bank loan payable 5,000,000 5,000,000
Current portion of advancing term loan 2,500,000 -
Accrued liabilities 5,220,453 5,162,357
Total current liabilities $ 19,564,240 $ 16,799,198
LONG-TERM DEBT 23,495,819 19,899,655
ACCRUED POSTRETIREMENT BENEFITS 8,708,152 8,442,462
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES 1,953,402 2,453,827
STOCKHOLDERS' INVESTMENT:
Capital stock, par value $2.50 per share-
Authorized 10,000,000 shares, Issued
2,333,724 shares at 9/30/2002 and
2,303,362 shares at 12/31/2001 $ 5,834,310 $ 5,758,405
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
1,693,234 shares at 9/30/2002 and 1,723,596
shares at 12/31/2001 4,233,085 4,308,990
Retained earnings 71,755,906 67,900,126
Accumulated other comprehensive income 785,000 1,075,000
Total stockholders' investment $ 82,608,301 $ 79,042,521
$136,329,914 $126,637,663
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 Nine Months Ended September 30, 2002 and 2001
(Unaudited)
For the Three Months Ended For the Nine Months Ended
September 30, September 30, September 30,September 30,
2002 2001 2002 2001
NET SALES $41,728,112 $39,618,762 $100,008,932 $93,700,667
COST OF SALES 32,752,459 32,667,367 83,347,514 79,109,821
Gross profit from operations $ 8,975,653 $ 6,951,395 $ 16,661,418 $14,590,846
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 2,860,974 2,459,345 8,173,981 7,292,735
Income from operations 6,114,679 $ 4,492,050 $ 8,487,437 $ 7,298,111
OTHER INCOME (EXPENSE):
Interest income $ 84,184 $ 114,371 $ 210,877 $ 354,618
Interest expense (288,433) 273,069 (754,574) (45,444)
Other, net (31,336) 75,444 (127,177) 455,192
$ (235,585) $ 462,884 $ (670,874) $ 764,366
Income before taxes on income $ 5,879,094 $ 4,954,934 $ 7,816,563 $ 8,062,477
PROVISION FOR TAXES ON INCOME 1,765,000 1,600,000 2,350,000 2,600,000
NET INCOME $ 4,114,094 $ 3,354,934 $ 5,466,563 $ 5,462,477
RETAINED EARNINGS, beg. of period 68,447,203 64,659,304 67,900,126 64,117,194
Less cash dividends 805,391 809,951 1,610,783 1,612,417
Less purchase and retirement
of treasury stock - 291,825 - 1,054,792
RETAINED EARNINGS, end of period $71,755,906 $66,912,462 $ 71,755,906 $66,912,462
Basic earnings per share $1.02 $.83 $1.36 $1.35
Cash dividends per share $.20 $.20 $.40 $.40
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months and the Nine Months Ended September 30, 2002 and 2001 (Unaudited)
For the Three Months Ended For the Nine Months Ended
September 30, September 30, September 30,September 30,
2002 2001 2002 2001
NET INCOME $ 4,114,094 $ 3,354,934 $ 5,466,563 $ 5,462,477
UNREALIZED APPRECIATION
(DEPRECIATION) ON AVAILABLE
FOR SALE SECURITIES (Net of
deferred tax expense (benefit)
of $(240,000), $(220,000),
$(190,000) and $35,000,
respectively) (360,000) (320,000) (290,000) 55,000
COMPREHENSIVE INCOME $ 3,754,094 $ 3,034,934 $ 5,176,563 $ 5,517,477
See notes to condensed consolidated financial statements
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2002 and 2001 (Unaudited)
2002 2001
OPERATING ACTIVITIES:
Net income $ 5,466,563 $ 5,462,477
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and depletion 8,227,086 6,352,925
Minority interest in earnings (losses) of
subsidiaries 171,357 (140,049)
Deferred income taxes, long-term - 35,000
Gain on disposal of assets (87,967) (154,198)
Realized gain on sale of other investments - (99,088)
Change in assets and liabilities, net of
acquisitions:
Receivables, net (7,255,287) (9,693,773)
Inventories 1,648,701 3,553,819
Refundable federal and state income taxes 474,867 (100,000)
Prepaid expenses (166,427) (167,809)
Other assets 10,546 (67,178)
Accounts payable and accrued liabilities 1,553,325 624,954
Accrued postretirement benefits 265,690 239,646
Accrued pension expense (119,854) (80,682)
Net cash provided by operating activities $ 10,188,600 $ 5,766,044
INVESTING ACTIVITIES:
Acquisition of property, plant and equipment $ (7,352,814) $(37,525,961)
Proceeds from disposals of property, plant
and equipment 209,314 302,709
Payment for purchases of equity investments (1,193,469) (2,356,088)
Proceeds from disposals of equity investments - 229,315
Decrease in short-term investments, net 161,832 2,547,225
Net purchases of subsidiaries' stock (2,421,057) (1,040,400)
Net cash used for investing activities $(10,596,194) $(37,843,200)
FINANCING ACTIVITIES:
Proceeds from bank loans $ 4,090,331 $ 29,890,112
Cash dividends paid (3,221,566) (3,252,775)
Subsidiaries' dividends paid to minority interest (14,742) (11,057)
Purchase of treasury stock - (1,225,136)
Net cash provided by financing activities $ 854,023 $ 25,401,144
Net increase (decrease) in cash and cash
equivalents $ 446,429 $ (6,676,012)
CASH AND CASH EQUIVALENTS, beginning of year 3,224,861 9,451,281
CASH AND CASH EQUIVALENTS, end of period $ 3,671,290 $ 2,775,269
Interest paid, net of amount capitalized $771,430 $40,517
Income taxes paid $341,941 $1,334,150
See notes to condensed consolidated financial statements
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002 and 2001 (Unaudited), and December 31, 2001
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 and
4,044,321 in the third quarter of 2002 and 2001, respectively, and
4,026,958 and 4,056,142 in the first nine months of 2002 and 2001,
respectively. The Company has no common stock equivalents and therefore,
does not report diluted earnings per share.
3. Our Company groups its operations into two business segments - Industry
Segment A (cement manufacturing) and Industry Segment B (ready-mixed
concrete and sundry building materials). Following is condensed
information for each segment for the periods ended September 30, 2002 and
2001 and December 31, 2001 (in thousands):
Three Months Ended Nine Months Ended
9/30/02 9/30/01 9/30/02 9/30/01
Sales to Unaffiliated Customers-
Industry: Segment A $17,491 $18,430 $39,331 $38,884
Segment B 24,237 21,189 60,678 54,817
Intersegment Sales-
Industry: Segment A 3,188 2,550 8,360 7,275
Segment B 49 51 85 61
Operating Profit-
Industry: Segment A 4,250 3,993 6,318 8,031
Segment B 1,864 500 2,169 (732)
Capital Expenditures-
Industry: Segment A 1,158 8,894 2,634 33,363
Segment B 1,243 710 4,719 4,163
Balance as of
9/30/02 12/31/01
Identifiable Assets-
Industry: Segment A $79,453 $79,454
Segment B 39,529 32,906
Corporate Assets- 17,348 14,278
4. Revenue is earned and recorded when persuasive evidence of an arrangement
exists, delivery has occurred or services have been rendered, the seller's
price to the buyer is fixed or determinable, and collectibility is
reasonably assured. Accordingly, the Company records revenue from the sale
of cement, ready-mixed concrete and sundry building materials when the
products are delivered to the customer. Long-term construction contract
revenues 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 receivable within one year.
5. Property, plant and equipment increased by approximately $7,353,000 during
the first nine months of 2002 due to the modernization and expansion
program currently in process at the cement manufacturing facility and the
upgrade of equipment in the ready-mixed concrete and sundry building
materials segment. This includes approximately $62,000 of capitalized
interest expense.
6. In January 2001, Monarch entered into an unsecured credit commitment with a
bank. This commitment consists of a $30,000,000 advancing term loan
maturing December 31, 2005 and a $5,000,000 line of credit maturing
December 31, 2002. These loans each bear floating interest rates based on
Chase Manhattan Bank prime rate less 1.25%. The loan agreement contains a
financial covenant related to net worth with which the Company was in
compliance at the end of the third quarter of 2002. As of September 30,
2002, Monarch had borrowed $23,989,986 on the advancing term loan and
$5,000,000 on the line of credit leaving a balance available on the
advancing term loan of $6,010,014. The average daily interest rate paid by
Monarch during the third quarter and the first nine months of 2002 was
3.5%.
7. Certain reclassifications have been made to the September 30, 2001
consolidated income statements to conform to the September 30, 2002
consolidated income statement presentation. These reclassifications had no
effect on net earnings.
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, the adequacy for 2002 of our kiln capacity, our
forecasted cement sales, the source of funding for the repayment of our bank
financing, the proposed increase in our bank financing, the proposed use of
loan proceeds and the impact of new FASB accounting rules 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; and
? demand for our Company's products.
LIQUIDITY
We are able to meet our cash needs primarily from a combination of
operations and bank loans. Cash increased during the first nine months of
2002 primarily due to income from operations and bank loans.
In January 2001, we entered into an unsecured credit commitment with a
bank. This commitment consists of a $30,000,000 advancing term loan maturing
December 31, 2005 and a $5,000,000 line of credit maturing December 31, 2002.
These loans each bear floating interest rates based on Chase Manhattan Bank
prime rate less 1.25%. The loan agreement contains a financial covenant
related to net worth with which the Company was in compliance at the end of
the third quarter of 2002. As of September 30, 2002, we had borrowed
$23,989,986 on the advancing term loan and $5,000,000 on the line of credit
leaving a balance available on the advancing term loan of $6,010,014. We have
used these loans to help finance the expansion project at our cement
manufacturing facility. We anticipate that the line of credit maturing
December 31, 2002 will be paid using funds from operations or additional 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. At this time
we do not anticipate borrowing the additional $15,000,000; although an
increase in financing may be required on a short-term basis.
FINANCIAL CONDITION
Total assets as of September 30, 2002 were $136,329,914, an increase of
$9,692,251 since December 31, 2001. The majority of this increase is the
result of an increase in receivables caused by the seasonality of our business
(see Seasonality below). Other assets increased due to recent acquisitions.
Indebtedness increased $6,096,164 during the first nine months of 2002
due primarily to capital expenditures and acquisitions.
Stockholder's equity increased 4.5% during the first nine months of 2002.
Basic earnings were $1.36 per share, and dividends declared were $.40 per
share through September 30, 2002.
CAPITAL RESOURCES
As of the end of 2001, we had completed the installation of a precalciner
and clinker cooler on one of our kilns. We had also started preliminary work
on a precalciner and clinker cooler for our second preheater kiln and the
design of a new coal firing system to fuel the precalciners on both kilns. We
anticipate that we will have received and paid for the majority of the
precalciner, clinker cooler and coal firing equipment prior to year-end. We
have decided to postpone the installation of this equipment until market
projections indicate the need for additional kiln capacity. We will continue
to evaluate market conditions, proposed capital expenditures and the Company's
cash resources as we finalize the timing of expansion projects and loan
requirements.
Results of Operations
Cement, ready-mixed concrete and sundry building materials are used in
residential, commercial and governmental construction. Although overall
demand for our products by each of these segments remains strong, it varies
within our market area. In some areas of our market, residential construction
is down while commercial and governmental needs are up. In other areas,
residential demand is up and commercial and governmental use is down. For the
balance of this year, we continue to see variations in demand within our
market area. Low interest rates have helped to prevent sizeable drops in
construction activities. Major construction projects, including schools,
hospitals, waste water treatment plants, and detention facilities are
currently underway in our market area. These projects, which use sizeable
amounts of cement, ready-mixed concrete and concrete products, contribute to
the overall strong demand for our products.
Consolidated net sales for the quarter ended September 30, 2002,
increased by $2,109,350 when compared to the quarter ended September 30, 2001.
Sales of cement were lower by $938,245, and sales of ready-mixed concrete and
sundry building materials were higher by $3,047,595. Increased construction
activity and favorable weather conditions made it possible to increase the
sales volume of ready-mixed concrete and sundry building materials resulting
in higher net sales for this segment.
The gross profit rate for the three months ended September 30, 2002 was
21.5% versus 17.5% for the three months ended September 30, 2001. This
increase is primarily due to increased utilization of equipment made possible
by higher sales volumes of ready-mixed concrete and other operating
efficiencies.
Selling, general, and administrative expenses increased by.16.3% during
the third quarter of 2002 compared to the third quarter of 2001. Overall
increases in payroll, insurance and bad debts primarily in the ready-mixed
concrete and sundry building material segment contributed to this increase,
although no single factor increased materially.
Interest expense increased $561,502 during the third quarter of 2002 as
compared to the third quarter of 2001 primarily due to the increase in loans
outstanding and the capitalization of interest during the third quarter of
2001. The Company utilized these loans for capital improvements.
The effective tax rates for the third quarter of 2002 and 2001 were 30.0%
and 32.3%, 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 and minority interest in consolidated income (loss).
Consolidated net sales for the nine months ended September 30, 2002 were
$100,008,932, an increase of $6,308,265 as compared to the nine months ended
September 30, 2001. Sales of cement were higher by $447,537 and sales of
ready-mixed concrete and sundry building materials were higher by $5,860,728.
Increased construction activity and favorable weather conditions made it
possible to increase the sales volume of ready-mixed concrete and sundry
building materials resulting in higher net sales for this segment. Mild, dry
weather in the Company's market area during the first half of 2002 allowed
construction projects to proceed. In contrast, during the first half of 2001,
wet weather slowed construction projects, decreasing sales of both cement and
ready-mixed concrete.
The gross profit rate for the first nine months of 2002 was 16.7% versus
15.6% for the first nine months of 2001. This increase is primarily due to
increased utilization of equipment made possible by higher sales volumes of
ready-mixed concrete and other operating efficiencies.
Selling, general, and administrative expenses increased 12.1% for the
first nine months of 2002 compared to the first nine months of 2001. Overall
increases in payroll, insurance and bad debts primarily in the ready-mixed
concrete and sundry building materials segment contributed to this increase,
although no single factor increased materially.
Interest income decreased $143,741 for the first nine months of 2002 as
compared to the first nine months of 2001. In 2001, the Company received
interest on amended state income tax returns. A reduction in short-term
investments as the Company utilized these funds for capital improvements also
contributed to the decline in interest income.
Interest expense increased $709,130 for the first nine months of 2002 as
compared to the first nine months of 2001 primarily due to the increase in
bank loans outstanding and the capitalization of interest in 2001. The
Company utilized these loans for capital improvements.
Other, net decreased $582,369 during the first nine months of 2002 as
compared to the first nine months of 2001 primarily due to a reduction in
subsidiary losses allocated to minority interest and a reduction in the gains
on the sales of equipment.
The effective tax rates for the nine months ended September 30, 2002 and
2001 were 30.1% and 32.2%, 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 and minority interest in consolidated
income (loss).
The Financial Accounting Standards Board (FASB) recently issued four new
accounting rules. Statement of Financial Accounting Standards (SFAS) No. 141,
"Business Combinations," effective July 1, 2001, SFAS No. 142, "Goodwill and
Other Intangible Assets," effective for the 2002 calendar year, and SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
effective for the 2002 calendar year, are not expected to have a material
effect on the Company's financial position or results of operations. The
Company has not yet assessed the impact, if any, of adopting SFAS No. 143, "
Accounting for Asset Retirement Obligations," effective for the 2003 calendar
year. In April 2002 the FASB issued SFAS No. 145, "Rescission of FASB
Statement No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections" which is not expected to have a material effect on the Company's
financial position or results of operations.
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 markets. 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 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.
Interest rates on the Company's bank loans are variable and are based on
the Chase Manhattan Bank prime rate less 1.25%.
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, in its
preheater kilns. 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. In 2001, the Company added a
precalciner to one of its kilns to increase production capacity. This
precalciner burns natural gas. Increases in natural gas prices exceeding the
rate of inflation, such as occurred in late 2000 and early 2001, create an
above average increase in manufacturing costs. As gas prices decreased, the
Company negotiated a set purchase price for the majority of its projected
natural gas needs. The Company has plans to add a coal firing system to its
precalciner kiln to reduce dependence on natural gas. 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.
DISCLOSURE CONTROLS AND PROCEDURES/INTERNAL CONTROLS
(a) Based on an evaluation of disclosure controls and procedures for the
period ended September 30, 2002 conducted by our President and Chief
Financial Officer, we conclude that our disclosure controls and
procedures are effective. The President and Chief Financial Officer
conducted this evaluation on October 22, 2002.
(b) In August 2002, independent public accountants studied and evaluated the
Company's internal control structure in connection with the review of our
interim financial statements. This was not intended to be a complete
review of all our internal controls. There were no significant changes
in our internal control or in other factors that could significantly
affect internal controls subsequent to the date of the most recent
evaluation, nor any significant deficiencies or material weaknesses in
such internal controls requiring corrective actions. As a result, no
corrective actions were taken.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) There are no exhibits required to be filed for the quarter ended
September 30, 2002.
(b) Reports on Form 8-K. There was one report required to be filed
on Form 8-K during the quarter for which this report is being
filed (July 1, 2002 to September 30, 2002, inclusive).
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, 2002 /s/ Walter H. Wulf, Jr.
Walter H. Wulf, Jr.
President and
Chairman of the Board
Date November 14, 2002 /s/ Lyndell G. Mosley
Lyndell G. Mosley, CPA
Chief Financial Officer and
Assistant Secretary-Treasurer
302 CERTIFICATIONS
I, Walter H. Wulf, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Monarch Cement
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: November 14, 2002
/s/ Walter H. Wulf, Jr.
Walter H. Wulf, Jr.
President and Chairman of the Board
I, Lyndell G. Mosley, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Monarch Cement
Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: November 14, 2002
/s/ Lyndell G. Mosley
Lyndell G. Mosley, CPA
Chief Financial Officer and
Assistant Secretary-Treasurer