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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, 2003, 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 7, 2003, there were 2,374,151 shares of Capital Stock, par value
$2.50 per share outstanding and 1,652,807 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,
2002 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 2002 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, 2003 and December 31, 2002
ASSETS 2 0 0 3 2 0 0 2
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 2,857,470 $ 3,909,215
Receivables, less allowances of $692,000 in 2003
and $644,000 in 2002 for doubtful accounts 15,203,229 15,916,614
Inventories, priced at cost which is not in
excess of market-
Cost determined by last-in, first-out method-
Finished cement $ 5,374,579 $ 1,386,348
Work in process 1,454,706 626,130
Building products 1,290,838 1,119,723
Cost determined by first-in, first-out method-
Fuel, gypsum, paper sacks and other 5,005,416 4,164,573
Cost determined by average method-
Operating and maintenance supplies 7,862,561 8,059,488
Total inventories $ 20,988,100 $ 15,356,262
Refundable federal and state income taxes 358,863 562,496
Deferred income taxes 593,000 593,000
Prepaid expenses 964,413 82,304
Total current assets $ 40,965,075 $ 36,419,891
PROPERTY, PLANT AND EQUIPMENT, at cost, less
accumulated depreciation and depletion of
$100,992,272 in 2003 and $96,128,254 in 2002 80,202,480 82,331,077
DEFERRED INCOME TAXES 3,752,585 4,038,000
OTHER ASSETS 11,138,731 10,717,296
$136,058,871 $133,506,264
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable $ 5,767,792 $ 5,845,901
Bank loan payable 8,933,614 3,048,076
Current portion of advancing term loan 3,302,939 3,255,476
Accrued liabilities 3,367,730 5,011,856
Total current liabilities $ 21,372,075 $ 17,161,309
LONG-TERM DEBT 21,515,091 23,284,663
ACCRUED POSTRETIREMENT BENEFITS 9,459,544 9,322,377
ACCRUED PENSION EXPENSE 2,604,898 2,418,375
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES 1,663,010 1,969,101
STOCKHOLDERS' INVESTMENT:
Capital stock, par value $2.50 per share,
1 vote per share - Authorized 10,000,000
shares, Issued 2,373,311 shares at 6/30/2003
and 2,344,293 shares at 12/31/2002 $ 5,933,278 $ 5,860,733
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
1,653,647 shares at 6/30/2003 and 1,682,665
shares at 12/31/2002 4,134,117 4,206,662
Retained earnings 70,250,858 70,582,044
Accumulated other comprehensive loss (874,000) (1,299,000)
Total stockholders' investment $ 79,444,253 $ 79,350,439
$136,058,871 $133,506,264
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, 2003 and 2002
(Unaudited)
For the Three Months Ended For the Six Months Ended
June 30, June 30, June 30, June 30,
2003 2002 2003 2002
NET SALES $29,593,928 $35,409,167 $48,563,380 $58,280,820
COST OF SALES 24,796,498 29,393,731 42,760,364 50,595,055
Gross profit from operations $ 4,797,430 $ 6,015,436 $ 5,803,016 $ 7,685,765
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 2,943,906 2,727,339 5,827,183 5,313,007
Income (loss) from operations 1,853,524 $ 3,288,097 $ (24,167) $ 2,372,758
OTHER INCOME (EXPENSE):
Interest income $ 120,122 $ 85,599 $ 177,104 $ 126,693
Interest expense (276,339) (293,626) (530,321) (466,141)
Other, net 815,457 (6,993) 1,051,590 (95,841)
$ 659,240 $ (215,020) $ 698,373 $ (435,289)
Income before taxes on income $ 2,512,764 $ 3,073,077 $ 674,206 $ 1,937,469
PROVISION FOR TAXES ON INCOME 775,000 920,000 200,000 585,000
NET INCOME $ 1,737,764 $ 2,153,077 $ 474,206 $ 1,352,469
RETAINED EARNINGS, beg. of period 69,318,486 67,099,518 70,582,044 67,900,126
Less cash dividends 805,392 805,392 805,392 805,392
RETAINED EARNINGS, end of period $70,250,858 $68,447,203 $70,250,858 $68,447,203
Basic earnings per share $.43 $.53 $.12 $.34
Cash dividends per share $.20 $.20 $.20 $.20
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months and the Six Months Ended June 30, 2003 and 2002 (Unaudited)
For the Three Months Ended For the Six Months Ended
June 30, June 30, June 30, June 30,
2003 2002 2003 2002
NET INCOME $ 1,737,764 $ 2,153,077 $ 474,206 $ 1,352,469
UNREALIZED APPRECIATION
(DEPRECIATION) ON AVAILABLE
FOR SALE SECURITIES (Net of
deferred tax expense (benefit)
of $320,000, $(145,000),
$280,000 and $50,000,
respectively) 480,000 (220,000) 420,000 70,000
COMPREHENSIVE INCOME $ 2,217,764 $ 1,933,077 $ 894,206 $ 1,422,469
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, 2003 and 2002 (Unaudited)
2003 2002
OPERATING ACTIVITIES:
Net income $ 474,206 $ 1,352,469
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and depletion 5,406,531 5,286,726
Minority interest in earnings (losses) of
subsidiaries (306,091) 6,042
Deferred income taxes 415 -
Gain on disposal of assets (320,235) (57,273)
Realized gain on sale of other investments (393,393) -
Change in assets and liabilities:
Receivables, net 712,849 (5,054,757)
Inventories (5,631,838) (1,662,703)
Refundable federal and state income taxes 203,633 474,867
Prepaid expenses (882,109) (295,836)
Other assets 7,636 7,231
Accounts payable and accrued liabilities (111,452) (137,994)
Accrued postretirement benefits 137,167 156,372
Accrued pension expense 186,523 (79,903)
Net cash used for operating activities $ (516,158) $ (4,759)
INVESTING ACTIVITIES:
Acquisition of property, plant and equipment $ (3,164,542) $ (4,952,117)
Proceeds from disposals of property, plant
and equipment 367,961 83,462
Payment for purchases of equity investments (132,493) (486,512)
Proceeds from disposals of equity investments 645,697 -
Decrease in short-term investments, net 536 162,555
Net purchases of subsidiaries' stock - (529,731)
Net cash used for investing activities $ (2,282,841) $ (5,722,343)
FINANCING ACTIVITIES:
Proceeds from bank loans $ 4,163,429 $ 7,219,909
Cash dividends paid (2,416,175) (2,416,175)
Subsidiaries' dividends paid to minority interest - (14,742)
Net cash provided by financing activities $ 1,747,254 $ 4,788,992
Net decrease in cash and cash equivalents $ (1,051,745) $ (938,110)
CASH AND CASH EQUIVALENTS, beginning of year 3,909,215 3,224,861
CASH AND CASH EQUIVALENTS, end of period $ 2,857,470 $ 2,286,751
Interest paid $564,005 $474,113
Income tax paid, net of refunds $ (3,643) $331,407
See notes to condensed consolidated financial statements
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2003 and 2002 (Unaudited), and December 31, 2002
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 2003 and 2002 and in the first six months of 2003 and
2002. 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 June 30, 2003 and 2002
and December 31, 2002 (in thousands):
Three Months Ended Six Months Ended
6/30/03 6/30/02 6/30/03 6/30/02
Sales to Unaffiliated Customers-
Industry: Segment A $10,568 $14,661 $16,821 $21,840
Segment B 19,026 20,748 31,742 36,441
Intersegment Sales-
Industry: Segment A 3,025 2,892 4,869 5,172
Segment B - 36 - 36
Operating Profit-
Industry: Segment A 2,207 2,187 1,931 2,068
Segment B (353) 1,101 (1,955) 305
Capital Expenditures-
Industry: Segment A 342 677 611 1,476
Segment B 1,297 2,086 2,554 3,476
Balance as of
6/30/02 12/31/02
Identifiable Assets-
Industry: Segment A $80,573 $76,369
Segment B 36,785 37,316
Corporate Assets- 18,701 19,821
4. 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 due within one year.
5. Capital expenditures for property, plant and equipment were approximately
$3,165,000 during the first six months of 2003. These funds were primarily
used to upgrade equipment in the ready-mixed concrete and sundry building
materials segment.
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.
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 2003
primarily due to the purchase of equipment, the increase in inventories and
the payment of dividends.
In December 2002, Monarch renegotiated its unsecured credit commitment
with a bank. This revised commitment consists of a $25,000,000 advancing term
loan maturing December 31, 2005 and a $10,000,000 line of credit maturing
December 31, 2003. These loans each bear floating interest rates based on JP
Morgan Chase prime rate less 1.25% and .75%, 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 2003. As of June 30,
2003, we had borrowed $24,388,569 on the advancing term loan and $8,933,614 on
the line of credit leaving a balance available on the line of credit of
$1,066,386. The average daily interest rate we paid on the advancing term
loan during the second quarter of 2003 and 2002 was 3.0% and 3.5%,
respectively, and for the first six months of 2003 and 2002 was 3.0% and 3.5%,
respectively. The average daily interest rate we paid on the line of credit
during the second quarter of 2003 and 2002 and the first six months of 2003
and 2002 was 3.5%. As of June 30, 2003, the applicable interest rate was 3.0%
on the advancing term loan and 3.5% on the line of credit. 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, 2003
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. 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 June 30, 2003 were $136,058,871, an increase of
$2,552,607 since December 31, 2002. Decreases in cash and net property, plant
and equipment were offset by an increase in inventories, resulting in an
increase in total assets. These variations are common during the first six
months of the year due to the seasonality of our business (see Seasonality
below).
Indebtedness increased $4,163,429 during the first six months of 2003 due
primarily to increasing inventories and capital expenditures.
Stockholders' investment increased .1% during the first six months of
2003 primarily due to the net income. Basic earnings were $.12 per share.
CAPITAL RESOURCES
The Company regularly invests in miscellaneous equipment and facility
improvements in both the cement and ready-mixed concrete segments. Capital
expenditures during the first six months of 2003 were primarily routine
equipment purchases in the ready-mixed concrete segment. For the balance of
the year, we anticipate continuing these recurring capital expenditures in
order to keep our equipment and facilities up-to-date.
We are also studying the potential fuel savings to be gained through the
installation of a coal firing system on our precalciner kiln. This would
allow us to burn primarily coal and petroleum coke in our precalciner in lieu
of natural gas. We have purchased the equipment for this project; however, we
do not anticipate major expenditures towards its installation until 2004.
Finally, we continue to monitor projected market demands as we evaluate the
feasibility of installing a second precalciner and clinker cooler to further
increase our production capacity. Additional bank financing may be required
if we elect to proceed with these projects.
Results of Operations
Cement, ready-mixed concrete and sundry building materials are used in
residential, commercial and governmental construction. Overall demand for our
products by each of these segments has been strong for the past several years.
For the year 2003, the Portland Cement Association (PCA) predicts only a
modest decline in the total U.S. consumption of cement. Residential
construction, although not as strong as 2002, is still predicted to remain
strong due to continued projected low interest rates. Major construction
projects, including parking garages, schools, hospitals, waste water treatment
plants, and detention facilities are currently underway in our market area.
The Kansas highway program is currently on target through 2003, although the
Kansas legislature has voted to divert money from future highway projects to
other areas due to serious budget shortfalls. Even though the PCA predicts a
decline in overall construction spending for the third consecutive year, 2003
is projected to rank as the fourth best year in history for construction
spending.
Consolidated net sales for the quarter ended June 30, 2003, decreased by
$5,815,239 when compared to the quarter ended June 30, 2002. Sales of cement
were lower by $4,092,928, and sales of ready-mixed concrete and sundry
building materials were lower by $1,722,311. Durign the second quarter of
2003, wet weather slowed construction projects, decreasing sales of both
cement and ready-mixed concrete. In contrast, mild, dry weather in our market
area during the second quarter of 2002 allowed construction projects to
proceed.
The gross profit rate for the three months ended June 30, 2003 was 16.2%
versus 17.0% for the three months ended June 30, 2002.
Selling, general, and administrative expenses increased by 7.9% during
the second quarter of 2003 compared to the second quarter of 2002. Overall
increases in insurance and payroll costs contributed to this increase,
although no single factor increased materially.
Other, net increased $822,450 during the second quarter of 2003 as
compared to the second quarter of 2002 primarily due to subsidiary losses
allocated to minority interest, a gain on the sale of equity investments and
an increase in miscellaneous sales.
The effective tax rates for the second quarter of 2003 and 2002 were
30.8% and 29.9%, 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 and minority interest in consolidated income.
Consolidated net sales for the six months ended June 30, 2003 were
$48,563,380, a decrease of $9,717,440 as compared to the six months ended
June 30, 2002. Sales of cement were lower by $5,018,566 and sales of ready-
mixed concrete and sundry building materials were lower by $4,698,874. During
the first six months of 2003, wet weather slowed construction projects,
decreasing sales of both cement and ready-mixed concrete. In contrast, mild,
dry weather in our market area during the first six months of 2002 allowed
construction projects to proceed
The gross profit rate for the six months ended June 30, 2003 was 11.9%
versus 13.2% for the six months ended June 30, 2002. This decrease is
primarily due to reduced utilization of equipment due to lower sales volumes
of ready-mixed concrete.
Selling, general, and administrative expenses increased 9.7% for the
first six months of 2003 compared to the first six months of 2002. Overall
increases in insurance and payroll costs contributed to this increase,
although no single factor increased materially.
Interest expense increased $64,180 for the first half of 2003 as compared
to the first half of 2002. Bank loans outstanding as of the beginning of
2003, were greater than the amount outstanding at the beginning of 2002
creating an increase in average bank loans outstanding for the first six
months of 2003 as compared to the first six months of 2002.
Other, net increased $1,147,431 during the first six months of 2003 as
compared to the first six months of 2002 primarily due to an increase in
subsidiary losses allocated to minority interest, a gain on the sale of equity
investments and an increase in miscellaneous sales.
The effective tax rates for the six months ended June 30, 2003 and 2002
were 29.7% and 30.2%, 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.
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.
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 kiln. 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 create an above average increase in manufacturing costs.
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.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has $9,125,000 of equity securities as of June 30, 2003.
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 $550,000 effect on comprehensive income.
The Company also has $32,322,183 of bank loans as of June 30, 2003.
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 1.25% and .75%,
respectively.
ITEM 4. CONTROLS AND PROCEDURES/INTERNAL CONTROLS
As of the end of the quarter ended June 30, 2003, our management,
including our President and Chairman of the Board of Directors and Chief
Financial Officer, has evaluated the effectiveness of the design and operation
of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the
Securities Exchange Act of 1934. Based upon that evaluation, our President
and Chairman of the Board of Directors and Chief Financial Officer concluded
that our disclosure controls and procedures were effective to provide
reasonable assurance that the objectives of our disclosure controls and
procedures are satisfied. There has been no change in our internal control
over financial reporting during the quarter ended June 30, 2003 that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
PART II. OTHER INFORMATION
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 9, 2003, the stockholders elected four Class II Directors,
namely, Byron J. Radcliff, Michael R. Wachter, Walter H. Wulf, Jr., and
Walter H. Wulf, III to serve terms expiring at the annual meeting of
stockholders in 2006. Class I Directors, namely, David L. Deffner, Gayle C.
McMillen, and Richard N. Nixon 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
2005 and 2004, respectively.
The following is a summary of votes cast.
Withhold Abstentions/
Authority/ Broker
For Against Non-votes
Byron J. Radcliff 15,892,637 31,501 N/A
Michael R. Wachter 15,892,637 31,501 N/A
Walter H. Wulf, Jr. 15,892,637 31,501 N/A
Walter H. Wulf, III 15,892,637 31,501 N/A
Item 6. Exhibits and Reports on Form 8-K
(a) 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 Certificate of the President and Chairman of the Board
pursuant to 18 U.S.C. Section 1350 as adopted under Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Certificate of the Chief Financial Officer pursuant to
18 U.S.C. Section 1350 as adopted under Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K. There ware no reports required to be filed
on Form 8-K during the quarter for which this report is being
filed (April 1, 2003 to June 30, 2003, 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 August 14, 2003 /s/ Walter H. Wulf, Jr.
Walter H. Wulf, Jr.
President and
Chairman of the Board
Date August 14, 2003 /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 14, 2003, which is
accompanying this Quarterly Report on
Form 10-Q for the fiscal quarter ended
June 30, 2003 and is treated as furnished
rather than filed in reliance on the final
rule issued by the Securities and Exchange
Commission Release No. 33-8238.
32.2 18 U.S.C. Section 1350 Certificate of the
Chief Financial Officer dated August 14,
2003, which is accompanying this Quarterly
Report on Form 10-Q for the fiscal quarter
ended June 30, 2003 and is treated as
furnished rather than filed in reliance on
the final rule issued by the Securities and
Exchange Commission Release No. 33-8238.