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FORM 10-K
Securities and Exchange Commission
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
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 of incorporation) (IRS employer identification)
P.O. Box 1000, Humboldt, Kansas 66748-1000
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 620-473-2222
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Class: Capital Stock, par value $2.50 per share
Class B Capital Stock, par value $2.50 per share
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant computed by reference to the average bid and
ask prices of such shares on March 5, 2001, was $54,720,118.
As of March 5, 2001, the registrant had outstanding 2,290,837 shares of
Capital Stock, par value $2.50 per share, and 1,769,459 shares of Class B
Capital Stock, par value $2.50 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference into the
indicated parts of this report: (1) the registrant's annual report to
stockholders for the year ended December 31, 2000 - Parts I, II and IV of Form
10-K and (2) the registrant's definitive proxy statement prepared in
connection with the annual meeting of stockholders to be held on April 11,
2001 - Part III of Form 10-K.
PART I
Item 1. Business
Reference is hereby made to pages 4, 5 and 16 of registrant's 2000
annual report to stockholders (filed herewith as Exhibit 13) for a description
of registrant's business, including information regarding industry segments.
Such information is hereby incorporated herein by reference. In addition,
registrant submits the following information:
The registrant did not introduce any new products nor begin to do
business in a new industry segment during 2000.
The registrant owns and operates quarries located near its Humboldt,
Kansas plant. Such quarries contain all essential raw materials presently
used by the registrant. The registrant's total reserves, including these
quarries and other property located near the plant, are estimated to be
sufficient to maintain operations at the Humboldt plant's present capacity for
more than 50 years.
The registrant's products are marketed under registered trademarks
using the name "MONARCH". The registrant's operations are not materially
dependent on any trademarks, franchises, patents or on any licenses relating
to the use thereof.
Due to inclement construction weather in the registrant's market
area during January, February and March, normally about 85% of the
registrant's sales occur in April through December.
It is necessary for the registrant to invest a significant portion
of its working capital in inventories. At December 31, 2000 the registrant
had inventories as follows:
Cement . . . . . . . . . . . . . . . $ 3,675,351
Work in process. . . . . . . . . . . 4,373,014
Fuel, gypsum and other materials . . 3,518,554
Operating and maintenance supplies . 9,458,554
Total. . . . . . . . . . . $21,025,473
The registrant is heavily dependent upon the construction industry
and is directly affected by the level of activity in that industry. However,
no customer accounted for 10% or more of the registrant's consolidated net
revenue during 2000, 1999 or 1998.
Backlog of customers' orders is not a material factor in the
registrant's business.
The registrant has no contracts that are subject to renegotiation of
profits or termination thereof at the election of the government.
The manufacture and sale of cement and ready-mixed concrete are
extremely competitive enterprises. A number of producers, including several
nationwide manufacturers, compete for business with the registrant in its
market area. The registrant is not a significant factor in the nationwide
portland cement or ready-mixed concrete business but does constitute a
significant market factor for cement in its market area. Cement generally is
produced to meet standard specifications and there is little differentiation
between the products sold by the registrant and its competitors. Accordingly,
competition exists primarily in the areas of price and customer service.
The registrant did not spend a material amount in the last three
fiscal years on registrant sponsored research and development. However, the
registrant is a member of the Portland Cement Association which conducts
research for the cement industry.
Registrant has, during the past several years, made substantial
capital expenditures for pollution control equipment. The registrant also
incurs normal operating and maintenance expenditures in connection with its
pollution control equipment.
At December 31, 2000, the Company and its subsidiaries employed
approximately 600 hourly (production) employees and 120 salaried employees,
which included plant supervisory personnel, sales and executive staff.
All of the registrant's operations and sales are in one geographic
area.
Item 2. Properties
The registrant's corporate offices and cement plant, including
equipment and raw materials are located at Humboldt, Kansas, approximately 110
miles southwest of Kansas City, Missouri. The registrant owns approximately
4,300 acres of land on which the Humboldt plant, offices and all essential raw
materials are located. Raw material reserves are estimated to be sufficient
to maintain operations at this plant's present capacity for more than 50
years. This plant has a present annual capacity of 725,000 tons of cement.
The registrant believes that this plant and equipment are suitable and
adequate for its current level of operations; however, due to recent and
projected market demands, the registrant has been aggressively updating its
equipment to improve efficiency and increase capacity. Reference is hereby
made to page 1 of registrant's 2000 annual report to stockholders (filed
herewith as Exhibit 13) for a description of the registrant's capital
resources and expansion plans. Such information is hereby incorporated herein
by reference.
The registrant also owns approximately 250 acres of land in
Des Moines, Iowa on which it formerly operated a cement plant. Due to its age
and condition and other economic factors, the registrant discontinued all
production at this facility in 1994 and is dismantling the manufacturing
buildings and equipment. The shipping and storage facilities, as well as the
administrative offices, continue to be utilized as a cement terminal. The
registrant transfers finished cement produced in Humboldt, Kansas to this
terminal for distribution to Iowa customers. The registrant also owns, but is
not currently operating, a rock quarry located near Earlham, Iowa,
approximately 30 miles west of Des Moines, Iowa. Approximately 300 acres of
this 400 acre tract was previously quarried.
The registrant owns various companies which sell ready-mixed
concrete, concrete products and sundry building materials in metropolitan
areas within the Humboldt cement plant's primary market. Various equipment
and facility improvements in this segment ensure these plants are suitable and
adequate for their current level of operations and provide for increases in
market demand. Individual locations do not have a material affect on the
registrant's overall operations.
Item 3. Legal Proceedings
The registrant was not a party to any material legal proceedings
during 2000.
Item 4. Submission of Matters to a Vote of Security Holders
The registrant did not submit any matter to a vote of security
holders, through the solicitation of proxies or otherwise, during the fourth
quarter of 2000.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
Pursuant to General Instruction G(2) to Form 10-K, the information
required by this Item is incorporated herein by reference to the material
responsive to this Item on page 5 of the registrant's 2000 annual report to
stockholders.
Item 6. Selected Financial Data
Pursuant to General Instruction G(2) to Form 10-K, the information
required by this Item is incorporated herein by reference to the material
responsive to this Item on page 1 of the registrant's 2000 annual report to
stockholders.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Pursuant to General Instruction G(2) to Form 10-K, the information
required by this Item is incorporated herein by reference to the material
responsive to this Item on pages 1 through 4 of the registrant's 2000 annual
report to stockholders.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The registrant is exposed to various market risks, including equity
investment prices. The registrant has $3,700,000 of equity securities as of
December 31, 2000. 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 $220,000
effect on comprehensive income.
Item 8. Financial Statements and Supplementary Data
Pursuant to General Instruction G(2) to Form 10-K, the information
required by this Item is incorporated herein by reference to the material
responsive to this Item on pages 6 through 17 of the registrant's 2000 annual
report to stockholders.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
Pursuant to General Instruction G(3) to Form 10-K, the information
required by this Item is incorporated herein by reference to the material
responsive to this Item on pages 3 through 5 of the registrant's definitive
proxy statement prepared in connection with its 2001 annual meeting of
stockholders pursuant to Regulation 14A and previously filed with the
Commission.
Item 11. Executive Compensation
Pursuant to General Instruction G(3) to Form 10-K, the information
required by this Item is incorporated herein by reference to the material
responsive to this Item on pages 7 through 10 (except for the information set
forth under the heading "Board of Directors' Report on Executive Compensation"
which is expressly excluded from such incorporation) of the registrant's
definitive proxy statement prepared in connection with its 2001 annual meeting
of stockholders pursuant to regulation 14A and previously filed with the
Commission.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Pursuant to General Instruction G(3) to Form 10-K, the information
required by this Item is incorporated herein by reference to the material
responsive to this Item on pages 6 and 7 of the registrant's definitive proxy
statement prepared in connection with its 2001 annual meeting of stockholders
pursuant to Regulation 14A and previously filed with the Commission.
Item 13. Certain Relationships and Related Transactions
Pursuant to General Instruction G(3) to Form 10-K, the information
required by this Item is incorporated herein by reference to the material
responsive to this Item on page 8 of the registrant's definitive proxy
statement prepared in connection with its 2001 annual meeting of stockholders
pursuant to Regulation 14A and previously filed with the Commission.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Financial Statements
The report of Independent Public Accountants; the Consolidated
Balance Sheets--December 31, 2000 and 1999; the Consolidated Statements of
Income for the Years Ended December 31, 2000, 1999 and 1998; the Consolidated
Statements of Comprehensive Income for the Years Ended December 31, 2000, 1999
and 1998; the Consolidated Statements of Stockholders' Investment for the
Years Ended December 31, 2000, 1999 and 1998; the Consolidated Statements of
Cash Flows for the Years Ended December 31, 2000, 1999 and 1998; and the Notes
to Consolidated Financial Statements are incorporated by reference in Item 8
to this report from the registrant's 2000 annual report to stockholders on
pages 6 through 17.
Supporting Schedules
Schedule II -- Valuation and Qualifying Accounts
Exhibits
3(i) Articles of Incorporation. (Filed with the
registrant's annual report on Form 10-K for the
year ended December 31, 1994 (File No. 0-2757)
as Exhibit 3(i) and incorporated herein by
reference.)
3(ii) By-laws. (Filed with the registrant's annual report
on Form 10-K for the year ended December 31, 1994
(File No. 0-2757) as Exhibit 3(ii) and incorporated
herein by reference.)
13 2000 Annual Report to Stockholders.
21 Subsidiaries of the Registrant.
Form 8-K
There were no Form 8-K reports required to be filed during the last
quarter of 2000.
S I G N A T U R E S
Pursuant to the requirements of Section 13 or 15(d) 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)
By: /s/ Walter H. Wulf, Jr.
Walter H. Wulf, Jr.
President
Date: March 12, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: /s/ Jack R. Callahan By: /s/ Byron K. Radcliff
Jack R. Callahan Byron K. Radcliff
Director Director
Date: March 12, 2001 Date: March 12, 2001
By: /s/ Robert M. Kissick By: /s/ Walter H. Wulf, Jr.
Robert M. Kissick Walter H. Wulf, Jr.
Director President, Principal Executive
Officer and Director
Date: March 12, 2001 Date: March 12, 2001
By: /s/ Richard N. Nixon By: /s/ Lyndell G. Mosley
Richard N. Nixon Lyndell G. Mosley, CPA
Director Assistant Secretary-Treasurer
Chief Financial Officer
Date: March 12, 2001 Date: March 12, 2001
By: /s/ Byron J. Radcliff By: /s/ Debra P. Roe
Byron J. Radcliff Debra P. Roe, CPA
Director Principal Accounting Officer
Date: March 12, 2001 Date: March 12, 2001
ARTHUR ANDERSEN
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
The Monarch Cement Company
We have audited in accordance with auditing standards generally accepted in
the United States, the consolidated financial statements included in The
Monarch Cement Company's annual report to shareholders incorporated by
reference in this Form 10-K, and have issued our report thereon dated
February 16, 2001. Our audit was made for the purpose of forming an opinion
on those statements taken as a whole. The Schedule II is the responsibility
of the Company's management and is presented for purposes of complying with
the Securities Exchange Commission's rules and is not part of the basic
financial statements. The schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
Arthur Andersen LLP
Kansas City, Missouri,
February 16, 2001
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 2000
Additions
Balance at Charged to Deduction Balance
Beginning Costs and from at End
Description of Period Expenses Reserves of Period
(1)
For the Year Ended December 31, 2000:
Reserve for doubtful accounts $409,000 $ 78,000 $112,000 $375,000
For the Year Ended December 31, 1999:
Reserve for doubtful accounts $412,000 $104,000 $107,000 $409,000
For the Year Ended December 31, 1998:
Reserve for doubtful accounts $477,000 $ 82,000 $147,000 $412,000
(1) Writeoff of uncollectible accounts, net of collections on accounts previously
written off.
EXHIBIT INDEX
Exhibit
Number Description
3(i) Articles of Incorporation. (Filed with the
registrant's annual report on Form 10-K
for the year ended December 31, 1994
(File No. 0-2757) as Exhibit 3(i) and
incorporated herein by reference.)
3(ii) By-laws. (Filed with the registrant's
annual report on Form 10-K for the year
ended December 31, 1994 (File No. 0-2757)
as Exhibit 3(ii) and incorporated herein
by reference.)
13 2000 Annual Report to Stockholders.
21 Subsidiaries of the Registrant.