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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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 12 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: 316-473-2225
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 February 26, 1998, was $66,659,911.
As of February 26, 1998, the registrant had outstanding 2,287,611 shares of
Capital Stock, par value $2.50 per share, and 1,918,103 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, 1997 - 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 8, 1998
- - Part III of Form 10-K.
PART I
Item 1. Business.
Reference is hereby made to pages 4 and 5 of registrant's 1997
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 1997.
The registrant owns and operates a quarry located adjacent to the
Humboldt, Kansas plant which contains all essential raw materials presently
used by the registrant. The registrant's total reserves, including this
quarry and other property located near the plant, are estimated to be
sufficient to maintain operations at the Humboldt plant's present capacity for
approximately 30 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, 1997 the registrant
had inventories as follows:
Cement . . . . . . . . . . . . . . . $ 1,168,177
Work in process. . . . . . . . . . . 316,370
Fuel, gypsum and other materials . . 2,446,093
Operating and maintenance supplies . 7,375,598
Total. . . . . . . . . . . $11,306,238
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 1997, 1996 or 1995.
Backlog of customers' orders is not a material factor in the
registrant's business.
The registrant has no contracts which 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, 1997, the Company and its subsidiaries employed
approximately 470 hourly (production) employees and 110 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
2,000 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 approximately 30
years. The registrant believes that this plant and equipment are suitable and
adequate for its current level of operations. This plant has a present annual
capacity of 700,000 tons of cement.
The registrant also owns approximately 690 acres of land in
Des Moines, Iowa on which a formerly operated cement plant is located. Due to
its age and condition and other economic factors, the registrant discontinued
full-line production of cement at this plant in 1986 and began transferring
clinker produced in Humboldt, Kansas to the Des Moines site for grinding into
finished cement. During 1994, the registrant ceased the grinding operations
and converted this facility into a cement terminal. The registrant is
currently transferring finished cement produced in Humboldt, Kansas to this
terminal for distribution to its 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.
The registrant owns various companies which sell ready-mixed
concrete, concrete products and sundry building materials in metropolitan
areas within the Humboldt cement production facility's primary market. In
management's opinion, these ready-mix facilities and equipment are suitable
and adequate for their current level of operations. 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 1997.
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 1997.
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 7 of the registrant's 1997 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 2 of the registrant's 1997 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 2 through 4 of the registrant's 1997 annual
report to stockholders.
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 8 through 19 of the registrant's 1997 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 1998 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 1998 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 1998 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 1998 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, 1997 and 1996; the Consolidated Statements of
Income for the Years Ended December 31, 1997, 1996 and 1995; the Consolidated
Statements of Stockholders' Investment for the Years Ended December 31, 1997,
1996 and 1995; the Consolidated Statements of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995; and the Notes to Consolidated Financial
Statements are incorporated by reference in Item 8 to this report from the
registrant's 1997 annual report to stockholders on pages 8 through 19.
Supporting Schedules
Schedule II -- Valuation and Qualifying Accounts
All other schedules have been omitted because the required
information is shown in management's discussion and analysis of the financial
statements or notes thereto, because the amounts involved are not significant
or because the required subject matter is not present.
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.)
10 Severance Pay Plan for Salaried Employees.* (Filed
with the registrant's annual report on Form 10-K
for the year ended December 31, 1985 (File No. 0-2757)
as Exhibit 10(f) and incorporated herein by reference.)
13 1997 Annual Report to Stockholders.
21 Subsidiaries of the Registrant. (Filed with the
registrant's annual report on Form 10-K for the year
ended December 31, 1994 (File No. 0-2757) as Exhibit 21
and incorporated herein by reference.)
27 Financial Data Schedule.
*Management contracts or compensatory plans or arrangements required
to be identified by Item 14(a)(3).
Form 8-K
There were no Form 8-K reports required to be filed during the last
quarter of 1997.
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 13, 1998
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 13, 1998 Date: March 13, 1998
By: /s/ Karl Callaway By: /s/ Walter H. Wulf, Jr.
Karl Callaway Walter H. Wulf, Jr.
Director President, Principal Executive
Officer and Director
Date: March 13, 1998 Date: March 13, 1998
By: /s/ Robert M. Kissick By: /s/ Lyndell G. Mosley
Robert M. Kissick Lyndell G. Mosley, CPA
Director Assistant Secretary-Treasurer
(Principal Financial Officer)
Date: March 13, 1998 Date: March 13, 1998
By: /s/ Richard N. Nixon By: /s/ Debra P. Roe
Richard N. Nixon Debra P. Roe, CPA
Director Principal Accounting Officer
Date: March 13, 1998 Date: March 13, 1998
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited in accordance with generally accepted auditing standards, 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 13, 1998. 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 and 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.
/s/ Arthur Andersen LLP
Kansas City, Missouri,
February 13, 1998
THE MONARCH CEMENT COMPANY AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1997
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, 1997:
Reserve for doubtful accounts $616,000 $148,000 $287,000 $477,000
For the Year Ended December 31, 1996:
Reserve for doubtful accounts $538,000 $278,000 $200,000 $616,000
For the Year Ended December 31, 1995:
Reserve for doubtful accounts $429,000 $204,000 $ 95,000 $538,000
(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.)
10 Severance Pay Plan for Salaried Employees.
(Filed with the registrant's annual report
on Form 10-K for the year ended December 31,
1985 (File No. 0-2757) as Exhibit 10(f) and
incorporated herein by reference.)
13 1997 Annual Report to Stockholders.
21 Subsidiaries of the Registrant. (Filed
with the registrant's annual report on
Form 10-K for the year ended December 31,
1994 (File No. 0-2757) as Exhibit 21 and
incorporated herein by reference.)
27 Financial Data Schedule.