10-Q 1 g76224e10-q.htm PUERTO RICAN CEMENT COMPANY, INC. Puerto Rican Cement Company, Inc.
 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(Mark One)

x   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended March 31, 2002

or

o   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: 1-4753

Puerto Rican Cement Company, Inc.


(Exact Name of Registrant as Specified in Its Charter)
     
Commonwealth of Puerto Rico   51-A-66-0189525

 
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer Identification No.)
 
P.O. Box 364487 — San Juan, P.R.   00936-4487

 
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (787) 783-3000

Not Applicable


(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    o

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common Stock, $1.00 Par Value; 5,148,474 Shares Outstanding

1


 

PUERTO RICAN CEMENT COMPANY, INC.

INDEX

             
        PAGE NO.
       
Part I –
  Financial Information        
 
  Item 1 – Financial Statements      
 
  Consolidated Balance Sheet as of March 31, 2002 and December 31, 2001     3 - 4  
 
 
Consolidated Statement of Income and Retained Earnings for the three-month periods ended on March 31, 2002 and 2001
    5  
 
 
Consolidated Statement of Cash Flows for the three-month periods ended on March 31, 2002 and 2001
    6  
 
  Notes to Consolidated Financial Statements     7  
 
  Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations     8 - 11  
 
  Item 3 – Quantitative and Qualitative Disclosures About Market Risk     11  
Part II –
  Other Information        
 
  Item 4 – Submission of Matters to a Vote of Security Holders     12  
 
  Item 5 – Other information     12  
 
  Item 6 – Exhibits and Reports on Form 8-K     12  
 
  Signatures     13  

2


 

Puerto Rican Cement Company, Inc.
Consolidated Balance Sheet
(Unaudited)

PART I. FINANCIAL INFORMATION

Item 1 — Financial Statements

                     
        March   December
        31, 2002   31, 2001
       
 
        (In thousands)
Assets
               
Current assets:
               
 
Cash and cash equivalents
  $ 2,023     $ 1,027  

 
Short-term investments, held to maturity
    6,827       9,825  

 
Notes and accounts receivable, net of allowance for doubtful accounts of $1,825 in 2002 and $1,787 in 2001
    35,433       35,485  

 
Inventories:
               
   
Finished products
    2,590       3,091  
   
Work in process
    11,183       11,932  
   
Raw materials
    4,971       3,901  
   
Maintenance and operating supplies
    19,251       19,588  
   
Land held for sale, including development costs
    595       595  

 
Total inventories
    38,590       39,107  

 
Prepaid expenses
    10,816       9,432  

Total current assets
    93,689       94,876  
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $123,270 in 2002 and $119,595 in 2001
    178,740       179,900  
Long-term investments, held to maturity
    39,390       37,977  
Long-term notes receivable
    14,604       14,279  
Other assets
    3,923       3,387  

Total
  $ 330,346     $ 330,419  

See notes to consolidated financial statements.

3


 

Puerto Rican Cement Company, Inc.
Consolidated Balance Sheet
(Unaudited)

                   
      March   December
      31, 2002   31, 2001
     
 
      (In thousands)
Liabilities and stockholders’ equity
               
Current liabilities:
               
 
Notes payable and short-term borrowings
  $ 3,125     $ 2,800  
 
Current portion of long-term debt
    10,107       9,537  
 
Accounts payable
    8,574       8,115  
 
Accrued liabilities
    8,942       8,771  
 
Income taxes payable
    1,166       1,212  

Total current liabilities
    31,914       30,435  

Long-term liabilities:
               
 
Long-term debt, less current portion
    104,682       106,133  
 
Deferred income taxes
    26,357       26,022  
 
Other long-term liabilities, including postretirement benefits
    2,734       2,751  

Total long-term liabilities
    133,773       134,906  

Total liabilities
    165,687       165,341  

Stockholders’ equity:
               
Preferred stock, authorized 2,000,000 shares of $5.00 par value each; none issued
           
Common stock, authorized 20,000,000 shares of $1.00 par value each; issued 6,000,000 shares; outstanding 5,148,474 (2001 - 5,150,274) shares
    6,000       6,000  
Additional paid-in capital
    14,703       14,703  
Retained earnings
    167,869       168,248  

 
    188,572       188,951  
Less:
               
 
851,526 (2001 - 849,726) shares of common stock in treasury, at cost
    23,913       23,873  

Stockholders’ equity — net
    164,659       165,078  

Total
  $ 330,346     $ 330,419  

See notes to consolidated financial statements.

4


 

Puerto Rican Cement Company, Inc.
Consolidated Statement of Income and Retained Earnings
(Unaudited)

                       
Three months ended March 31,   2002   2001

          (In Thousands, except share data)
 
Net sales
  $ 32,747     $ 35,813  
Other revenues
    231       222  

Total revenues
    32,978       36,035  
Cost of sales
    25,982       27,882  

Gross margin
    6,996       8,153  
Selling, general and administrative expenses
    5,413       6,104  
Restructuring charges
          2,643  

Income (loss) from operations
    1,583       (594 )

Other (credits) charges:
               
 
Interest and financial charges
    2,055       1,681  
 
Interest income
    (1,004 )     (922 )
 
Other expenses
    (49 )     (31 )

     
Total other charges
    1,002       728  

Income (loss) before income tax
    581       (1,322 )
Income tax benefit
    18       766  

Net income (loss)
    599       (556 )
Retained earnings, beginning of the period
    168,248       169,415  
Dividends declared
    (978 )     (986 )

Retained earnings, end of the period
  $ 167,869     $ 167,873  

Net income (loss) per share
  $ 0.12     $ (0.11 )

Cash dividend per share
  $ 0.19     $ 0.19  

Average common shares outstanding
    5,149,007       5,186,274  

See notes to consolidated financial statements.

5


 

Puerto Rican Cement Company, Inc.
Consolidated Statement of Cash Flows
(Unaudited)

                         
For the three months ended March 31,   2002   2001

            (In thousands)
 
Cash flows from operating activities:
               
Net income (loss)
  $ 599     $ (556 )

 
Adjustments to reconcile net income (loss) to cash flows from operating activities:
         
   
Depreciation, depletion and amortization
    3,878       3,832  
   
Accretion of discount on investments
    (419 )     (448 )
   
Provision for deferred income taxes
    336       509  
   
Postretirement benefits cost, net
    (17 )     (15 )
   
(Gain) loss on sale of fixed assets
    (18 )     4  
   
Changes in assets and liabilities:
               
     
Increase in notes and accounts receivable
    (178 )     (831 )
     
Decrease (increase) in inventories
    517       (471 )
     
(Increase) decrease in prepaid expenses
    (1,383 )     509  
     
Increase in other long-term assets
    (536 )     (1,031 )
     
Increase in accounts payable
    460       414  
     
Increase in accrued liabilities
    171       374  
     
Decrease in income taxes payable
    (47 )     (427 )
     
Increase in long-term liabilities
          267  

       
Total adjustments
    2,764       2,686  

   
Cash provided by operating activities
    3,363       2,130  

Cash flows from investing activities:
               
 
Capital expenditures
    (2,782 )     (7,928 )
 
Increase in long-term notes receivable
    (95 )     (3,758 )
 
Redemption of long-term investments
    3,399       14,520  
 
Purchase of investments
    (1,395 )     (9,586 )
 
Proceeds from sale of fixed assets
    81       66  

   
Cash used in investing activities
    (792 )     (6,686 )

Cash flows from financing activities:
               
 
Repayment of long-term debt
    (1,781 )     (4,830 )
 
Proceeds from loans
    900       15,700  
 
Increase (decrease) in short-term borrowing and notes payable
    325       (4,940 )
 
Dividends paid
    (979 )     (985 )
 
Purchase of treasury stock
    (40 )      

   
Cash (used in) provided by financing activities
    (1,575 )     4,945  

Increase in cash and cash equivalents
    996       389  
Cash and cash equivalents — beginning of period
    1,027       1,141  

Cash and cash equivalents — end of period
  $ 2,023     $ 1,530  

See notes to consolidated financial statements.

6


 

PUERTO RICAN CEMENT COMPANY, INC.
(Unaudited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     
1.   Financial Statements: In the opinion of Management the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position at March 31, 2002 and December 31, 2001 of Puerto Rican Cement Company, Inc., and the results of its operations and its cash flows for the three-month periods ended March 31, 2002 and 2001. The results of operations for the three-month period ended March 31, 2002 are not necessarily indicative of the results to be expected for the full year. Reference should be made to the financial statements contained in the registrant’s Annual Report on Form 10-K for the year ended December 31, 2001. For purposes of this report, “Puerto Rican Cement”, the “Company”, “PRCC” or similar references means Puerto Rican Cement Company, Inc. and its subsidiaries unless the context requires otherwise.
 
2.   Segment information: The Company has identified three reportable segments: cement operations, ready mix concrete operations and all other, which include the lime, realty, financing, transportation, and paper and packaging operations. Segment detail for the quarter is summarized as follows (000’s omitted):
                                   

              Ready Mix   All        
      Cement   Concrete   Other   Total

 
March 31, 2002
                               
Revenues
                               
 
Total revenues
  $ 20,339     $ 16,101     $ 3,358     $ 39,798  
 
Less — Intersegment revenues
    5,290             1,530       6,820  

 
Net revenues
  $ 15,049     $ 16,101     $ 1,828     $ 32,978  

Total assets
  $ 195,722     $ 52,015     $ 82,609     $ 330,346  

March 31, 2001
                               
Revenues
                               
 
Total revenues
  $ 21,565     $ 19,029     $ 3,104     $ 43,698  
 
Less — Intersegment revenues
    6,031             1,632       7,663  

 
Net revenues
  $ 15,534     $ 19,029     $ 1,472     $ 36,035  

Total assets
  $ 185,594     $ 61,674     $ 68,778     $ 316,046  

7


 

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations

Three months ended March 31, 2002 compared with three months ended March 31, 2001

     First-quarter net income increased to $599,000, or $0.12 per share, compared with a net loss of $556,000, or ($0.11) per share, in the first quarter of 2001.

     Consolidated net sales declined 9% to $32.7 million in the first quarter of 2002 from $35.8 million during the first quarter of 2001. Total revenues also declined to $33.0 million for the first quarter of 2002 from $36.0 million for the same period of last year. The decrease resulted from a decline in sales volume of 3% in cement and 14% in ready mix concrete. Dollar sales were also impacted by a decrease in the average selling price of both segments as the downturn in the market accentuated price competition.

     The total amount of cement sold in Puerto Rico decreased by 12% to 492,000 tons during the first quarter of 2002 compared to 560,000 tons during the same quarter of 2001. Nevertheless, cement sales for the Company declined only 3% to 252,000 tons during the first quarter of 2002 from sales of 260,000 tons during the first quarter of 2001. During the quarter ended March 31, 2002, PRCC sold approximately 51% of the total cement sold on the Island compared to a 48% during the same quarter of the prior year. We attribute this increase to our strong advertising campaign and to the result of added customer service programs, which have attracted new customers.

     Consolidated cost of sales for the first quarter decreased 7% to $26.0 million in 2002 from $27.9 million for the comparable period of 2001. The decrease was principally due to the drop in sales mentioned above. Gross margin for the first quarter decreased to $7.0 million in 2002 from $8.2 million in 2001, while as a percentage of net sales it declined to 21.2% in the first quarter of 2002 from 22.6% for the same period of 2001. Although savings have been accomplished in areas such as overtime, raw material costs and electricity, as sales dropped, production for cement and ready mix concrete was reduced and impacted the unit cost of production for the 2002 quarter.

     Selling, general and administrative expenses decreased 11% to $5.4 million during the first quarter of 2002 from $6.1 million over the comparable quarter of 2001. As a percentage of sales, selling, general and administrative expenses declined to 16.5% for the first quarter of 2002 from 17% during the same quarter of 2001 despite the decrease in sales. This reduction was due to decreases in the provision for bad debts, professional services such as legal and in salaries and related fringes arising from the consolidation of some administrative functions.

     Interest and financial charges increased by $374,000 to $2.1 million in the first quarter of 2002 compared with $1.7 million for the same quarter of 2001 due to a comparatively higher average long-term debt outstanding.

8


 

     During the first quarter of 2001, the Company recorded a $2.6 million restructuring charge as a result of a company-wide cost reduction program directed to trim operational and administrative costs. As part of this initiative, the Company offered an early retirement program to employees meeting certain requirements related to years of service and age. Separation and pension costs related to this program totaled $2.3 million, $1.4 million of which were non-cash expenditures associated with the acceleration of pension benefits to these employees. Administrative functions from the ready mix concrete subsidiary were consolidated at the Company’s headquarters also as part of the cost reduction program at a cost of $300,000. These expenses were related to the cancellation of an office-lease agreement and administrative facility closing costs.

Financial Condition

     Cash and cash equivalents increased $1.0 million to $2.0 million as of March 31, 2002 compared to $1.0 million as of December 31, 2001. Short-term and long-term investments held to maturity decreased $1.6 million to $46.2 million at March 31, 2002 from $47.8 million at December 31, 2001. During the first quarter of 2002, investments totaling $3.4 million matured, $1.4 million of which were re-invested during the same period with the remainder $2.0 million used principally to finance capital expenditures.

     Inventories decreased by $517,000 to $38.6 million as of March 31, 2002 from $39.1 million as of December 31, 2001. The decrease was caused primarily by a reduction in clinker inventory as the result of a scheduled plant shutdown in the first quarter of 2002.

     Prepaid expenses of $10.8 million as of March 31, 2002 were approximately $1.4 million higher than the $9.4 million balance as of December 31, 2001. The increase is mainly due to the timing of scheduled payments related to property tax and workmen’s compensation insurance.

     Property, plant and equipment decreased by $1.2 million to $178.7 million as of March 31, 2002 from $179.9 million as of December 31, 2001. The decrease resulted from capital expenditures of $2.8 million net of depreciation and amortization of $3.9 million.

     Total current liabilities increased $1.5 million to $31.9 million as of March 31, 2002 from $30.4 million as of December 31, 2001. The increase was mainly due to higher balances in short-term borrowings and current portion of long-term debt.

     Long-term debt, including the current portion, decreased $881,000 to $114.8 million as of March 31, 2002 from $115.7 million as of December 31, 2001. The decrease reflects the net effect of new loans in Ponce Capital of $900,000 offset by payments on principal of $1.9 million.

     At its March 27, 2002 meeting, the Board of Directors of PRCC declared a $0.19 per share dividend on its common stock, payable on May 10, 2002 to stockholders of record on April 18, 2002. As of March 31, 2002, PRCC had 5,148,474 shares of common stock issued and outstanding.

9


 

Liquidity and Capital Resources

     Working capital decreased to $61.2 million at March 31, 2002 from $64.4 million at December 31, 2001. The current ratio decreased to 2.92 to 1 as of March 31, 2002 from 3.12 to 1 as of December 31, 2001. The decrease in working capital as well as in the current ratio resulted principally from the decrease in short-term investments combined with an increase in the current portion of long-term debt.

     Earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the first quarter of 2002 was $5.5 million or 17% of total revenues compared to $5.8 million (excluding the effect of the $2.6 million restructuring charges) or 16% of total revenues for the same quarter of 2001. Including the effect of the $2.6 million restructuring charges, EBITDA totaled $3.2 million in the quarter ended March 31, 2001.

     Capital expenditures for the three-month period ended March 31, 2002, totaled $2.8 million. From this total, $1.9 million were incurred at the cement segment, and consisted principally of improvements to equipment and machinery. Capital expenditures for the quarter also included $673,000 for new equipment and machinery at the aggregates operation. Depreciation expense for the same period totaled $3.9 million.

     The approximate aggregate maturities of long-term debt for the remainder of 2002 and the years 2003 and thereafter are as follows (000’s omitted):

         
2002
  $ 7,936  
2003
    9,558  
2004
    8,050  
2005
    7,517  
2006 and thereafter
    81,728  
 
   
 
Total
  $ 114,789  
 
   
 

     Loan agreements with term lenders impose certain restrictions on the Company concerning working capital, indebtedness, dividends, investments and certain advances, among other restrictions. At March 31, 2002, the Company was in compliance with the provisions of the loan agreements.

     The Company has available credit facilities in the aggregate amount of $42 million with commercial banks for short-term financing and discount of trade paper from customers. These short-term facilities are renewable annually at the discretion of the banks, which at this time do not require any commitment fees. The average borrowing outstanding for the first quarter of 2002 was $4.3 million. The maximum aggregate short-term borrowing outstanding at any month-end during the first quarter of 2002 was $4.9 million.

10


 

Forward-looking Statements

     Certain statements contained in this document, including in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance of the Company and its businesses to be materially different from that expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions; political and social conditions; government regulations and compliance therewith; demographic changes; sales mix; pricing levels; changes in sales to, or the identity of, significant customers; changes in technology, including the technology of cement production; capacity constraints; availability of raw materials and adequate labor; availability of liquidity sufficient to meet the Company’s needs; the ability to adapt to changes resulting from acquisitions; and various other factors referenced in this Management’s and Discussion Analysis. The Company can be particularly affected by weather in Puerto Rico, changes in the Puerto Rico economy, and changes in the Government of Puerto Rico or the manner in which it regulates the Company.

     The Company assumes no obligation to update forward-looking statements to reflect actual results or changes in or additions to the factors affecting such forward-looking statements.

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

     The Company’s investment portfolio is subject to market risk. Market risk is the risk of economic loss arising from adverse changes in market rates and prices, such as interest rates and other relevant market prices. The Company’s primary market risk exposure relates to interest rates, as interest rate volatility impacts the value of the Company’s investment portfolio. The re-pricing of the Company’s financial assets and liabilities also affects interest income and interest expense. The Company manages its interest rate risk exposure to maintain the stability of interest income and interest expense under varying interest rate environments. Taking advantage of the favorable interest rate scenario in recent years, the Company has taken certain steps to minimize its interest rate risk exposure, which include obtaining long-term financing at fixed interest rates. At the same time, to minimize its interest rate risk exposure and manage its liquidity needs, the Company invests primarily in securities issued or guaranteed by the US government and its agencies with short-term (one year or less) and medium-term (over 1 through 7 years) maturities. The Company also invested in a US government security with a 20-year term to serve as collateral and source of repayment of one of its long-term debt.

11


 

PART II. OTHER INFORMATION

Item 4 – Submission of Matters to a Vote of Security Holders

  (a)   The Annual Meeting of Stockholders was held at the executive offices of the Company, at Guaynabo, Puerto Rico, on May 1, 2002.
 
  (c)   The election of five Class III Directors for a term of three years was submitted to a vote at the meeting. The result of the votes taken at such meeting for the election of five Class III Directors is as follows:

                         
            Number of        
    Number of   Shares Withheld        
    Shares Voted   from Voting   Number of
Name of Nominee   for Nominee   for Nominee   Abstentions

 
 
 
Class III Directors
                       
Alberto M. Paracchini
    4,138,085       2,487       106,332  
José J. Suárez
    4,138,085       2,487       106,332  
Antonio L. Ferré Rangel
    4,139,085       1,487       106,332  
Emilio Venegas Vilaró
    4,139,385       1,187       106,332  
María Lorenza Ferré Rangel
    4,138,785       1,787       106,332  

Item 5 — Other Information

     None

Item 6 – Exhibits and Reports on Form 8-K

  (a)   Exhibits – None.
 
  (b)   No reports on Form 8-K were filed by the Company during the first quarter of 2002.

12


 

SIGNATURES

     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.

     
    PUERTO RICAN CEMENT COMPANY, INC.
   
    Registrant
 
Date: May 14, 2002   By:  /s/  José O. Torres
   
    José O. Torres
    Vice President and Chief Financial Officer

13