-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qo+i4Wh6LX8MvBHe8Ix46UHYtgQxXV3JTdLNcWSutCf4+r6HYag1e2bAkWY1z9rE j1OwVmDET+dnpX5F0RHUog== 0000950134-96-005445.txt : 19961017 0000950134-96-005445.hdr.sgml : 19961017 ACCESSION NUMBER: 0000950134-96-005445 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961016 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961016 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELCOR CORP CENTRAL INDEX KEY: 0000032017 STANDARD INDUSTRIAL CLASSIFICATION: ASPHALT PAVING & ROOFING MATERIALS [2950] IRS NUMBER: 751217920 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05341 FILM NUMBER: 96644039 BUSINESS ADDRESS: STREET 1: 14643 DALLAS PKWY STE 1000 STREET 2: WELLINGTON CTR CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2148510500 MAIL ADDRESS: STREET 1: WELLINGTON CENTRE STE 1000 STREET 2: 14643 DALLAS PKWY CITY: DALLAS STATE: TX ZIP: 75240-8871 FORMER COMPANY: FORMER CONFORMED NAME: ELCOR CHEMICAL CORP DATE OF NAME CHANGE: 19761119 8-K 1 FORM 8-K DATED OCTOBER 16, 1996 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 -------------------------- Date of Report (Date of earliest event reported) October 16, 1996 ELCOR CORPORATION ------------------------------------------------------ (Exact name of Registrant as specified in its charter) DELAWARE 1-5341 75-1217920 - ------------------------------ ---------------------- ------------------- (State or other jurisdiction of Commission File number (I.R.S. Employer incorporation or organization) Identification No.) 14643 DALLAS PARKWAY SUITE 1000, WELLINGTON CENTRE, DALLAS, TEXAS 75240-8871 - -------------------------------------------- ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (972)851-0500 ------------- NOT APPLICABLE -------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events On October 16, 1996, the Company issued a press release containing "forward-looking statements" about its prospects for the future. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. From time to time, the Company may make "forward-looking statements" about its prospects for the future. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Such risks and uncertainties include, but are not limited to, the following: 1. The Company's roofing products business is cyclical and is affected by weather and some of the same economic factors that affect the housing and home improvement industries generally, including interest rates, the availability of financing and general economic conditions. In addition, the asphalt roofing products manufacturing business is highly competitive. Actions of competitors, including changes in pricing, or slowing demand for asphalt roofing products due to general or industry economic conditions or the amount of inclement weather could result in decreased demand for the Company's products, lower prices received or reduced utilization of plant facilities. 2. In the asphalt roofing products business, the significant raw materials are ceramic coated granules, asphalt, glass fibers, resins and mineral filler. Increased costs of raw materials can result in reduced margins, as can higher trucking and rail costs. Historically, the Company has been able to pass some of the higher raw material and transportation costs through to the customer. Should the Company be unable to recover higher raw material and transportation costs from price increases of its products, operating results could be lower than projected. 3. The Company has recently completed a $100 million expansion program which included a new roofing plant in Shafter, California and the construction of a new plant at the Company's Ennis, Texas facility to manufacture nonwoven fiberglass roofing mat and industrial facer products for the construction industry. As new facilities, their progress in achieving anticipated operating efficiencies and financial results is difficult to predict. If such progress is slower than anticipated, or if demand for products produced at either of these new plants does not meet current expectations, operating results could be adversely affected. 4. Certain facilities of the Company's industrial products subsidiaries must utilize hazardous materials in their production process. As a result, the Company could incur costs for remediation activities at its facilities or off-site, and other related exposures from time to time in excess of established reserves for such activities. 2 3 5. The Company's litigation, including its patent infringement suits against GAF Building Materials Corporation, is subject to inherent and case-specific uncertainty. The outcome of such litigation depends on numerous interrelated factors, many of which cannot be predicted. Parties are cautioned not to rely on any such forward-looking beliefs or judgments in making investment decisions. Reference is made to the Company's Annual Report on Form 10-K for the year ended June 30, 1996 for further information about risks and uncertainties. 3 4 SIGNATURES Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ELCOR CORPORATION DATE: October 16, 1996 /s/ Richard J. Rosebery --------------------- ------------------------------------------- Richard J. Rosebery Executive Vice President, Chief Administrative & Financial Officer, and Treasurer /s/Leonard R. Harral ------------------------------------------- Leonard R. Harral Vice President and Chief Accounting Officer 4 5
Item 7. Exhibits - ----------------- 99.1 Press release dated October 16, 1996 of Elcor Corporation.
5 EX-99.1 2 PRESS RELEASE 1 FOR FURTHER INFORMATION: TRADED: NYSE SYMBOL: ELK Richard J. Rosebery, Executive Vice President, Treasurer and Chief Administrative & Financial Officer (214) 851-0500 PRESS RELEASE FOR IMMEDIATE RELEASE ELCOR REPORTS HIGHER FISCAL 1997 FIRST QUARTER SALES AND EARNINGS DALLAS, TEXAS, October 16, 1996 . . . . Elcor Corporation announced today that sales for the first quarter ending September 30, 1996, rose $16 million to $64.5 million, up 33% from $48.5 million in the year-ago quarter. Net income increased to $3,768,000, or $.43 per share, from $3,663,000, or $.41 per share in the same quarter last year. The company's two business sectors, Roofing Products and Industrial Products, both contributed to the improved operating results. Roy E. Campbell, Chairman and Chief Executive Officer, said, "In the Roofing Products sector, growing demand and better net prices for our Elk subsidiary's patented Enhanced High Definition(R) and Raised Profile(TM) Prestique(R) premium laminated fiberglass asphalt shingles, along with increasing production and sales from all our roofing plants, accounted for much of the 33% increase in first quarter sales. "Operating losses at Elk's new Shafter, California plant did reduce first quarter earnings by about $.09 per share. Certain planned changes were being made to the new plant's production line towards /more 2 PRESS RELEASE Elcor Corporation Quarterly Results October 16, 1996 Add One the end of the first quarter which are expected to enhance the plant's overall performance in subsequent periods. "Start-up operations at Elk's new nonwoven fiberglass mat plant at Ennis, Texas were underway during the first quarter. This plant's new nonwoven fiberglass roofing mats have substantially superior physical properties which are expected to contribute to lower production costs in our roofing plants in the years ahead. The new plant's production rates are now sufficient to handle all of Elk's internal fiberglass roofing mat requirements. During the second quarter, the new plant plans to sell limited quantities of fiberglass roofing mat to certain other manufacturers to provide them an opportunity to sample the performance of the new mat in their shingle manufacturing plants. During this year's first quarter, about $1.7 million of deferred preoperating costs at the new Ennis facility were capitalized. "The company's Industrial Products segment also reported improved operating results primarily because of increased fees generated by Ortloff Engineers, LTD. from licensing Elcor's technology," he said. FINANCIAL POSITION Elcor continues to maintain a strong financial position. During the first quarter, net cash flows from operating activities of $10.6 million fully covered the $9.6 million spent in investing activities. /more 3 PRESS RELEASE Elcor Corporation Quarterly Results October 16, 1996 Add Two Long-term debt of $51.9 million was down slightly from $53 million at June 30, 1996. However, the increase in long-term debt from $17.2 million in the year-ago quarter was primarily a result of the completion of about $100 million in investments for the two new major plants. At September 30, 1996, shareholders' equity was $105.2 million; total capital was $157.1 million; and long-term debt as a percent of total capital was 33%. The current ratio was 2.5:1 at September 30, 1996. OUTLOOK "At the present time, we expect that strong demand for our patented Enhanced High Definition and Raised Profile Prestique shingles will boost shipments and sales to record levels for fiscal 1997. We continue to believe that earnings per share during the second and third quarters should be in the general range of, or possibly lower than, the fiscal 1996 comparable quarters until the manufacturing output and sales at both new plants rise above the break-even point. We expect that fourth quarter earnings will benefit from the seasonal increase in demand for products produced by these two major new facilities. Our current forecast for earnings per share for fiscal year ending June 30, 1997 remains in the range of $1.30 to $1.50 per share, up from $1.16 per share in fiscal 1996. "Looking ahead to the longer term, we have made the investments to expand capacity that should enable us to achieve strong growth in sales and earnings over the next several years. In recognition of these growth prospects, the Board of Directors recently increased our regular quarterly cash dividend by 17% to $.07 per share," Campbell concluded. /more 4 PRESS RELEASE Elcor Corporation Quarterly Results October 16, 1996 Add Three SAFE HARBOR PROVISIONS In accordance with the recently enacted safe harbor provisions of the securities law regarding forward-looking statements, except for the historical information contained herein, the above discussion contains forward looking statements that involve risks and uncertainties. Elcor's actual results could differ materially from those discussed here. Factors that could cause or contribute to such differences could include, but are not limited to, changes in demand, prices, raw material costs and the time that it takes to bring the new Shafter, California and Ennis, Texas plants to profitable operations, changes in economic conditions of the various markets the company serves, changes in the amount and severity of inclement weather, as well as the other risks detailed herein and in the company's reports filed with the Securities and Exchange Commission, including, but not limited to its Form 10-K for the fiscal year ended June 30, 1996 and its Form 8-K dated October 16, 1996. - - - - - - - - Elcor, through its subsidiaries, manufactures roofing products and industrial products. Each of Elcor's principal operating subsidiaries is the leader or one of the leaders within its particular market. Its common stock is listed on the New York Stock Exchange (ticker symbol: ELK). Elcor's roofing products facilities are located in Tuscaloosa, Alabama; Shafter, California; Dallas and Ennis, Texas. Its industrial products facilities are located in Cleveland, Ohio; Dallas, Lufkin, and Midland, Texas. /more 5 PRESS RELEASE Elcor Corporation Quarterly Results October 16, 1996 Add Four CONDENSED RESULTS OF OPERATIONS (Unaudited, $ in thousands)
First Quarter Trailing Three Months Ended Twelve Months Ended September 30, September 30, 1996 1995 1996 1995 ---- ---- ---- ---- SALES $ 64,536 $ 48,528 $ 212,470 $ 169,112 -------- -------- --------- --------- COSTS AND EXPENSES: Cost of sales 50,524 35,856 163,748 125,086 Selling, general & administrative 7,897 6,752 30,266 27,926 Reduction in value of assets 0 0 1,595 0 Interest expense, net 161 25 319 6 -------- -------- --------- --------- Total Costs and Expenses 58,582 42,633 195,928 153,018 -------- -------- --------- --------- INCOME BEFORE INCOME TAXES 5,954 5,895 16,542 16,094 Provision for income taxes 2,186 2,232 6,153 6,029 -------- -------- --------- --------- NET INCOME $ 3,768 $ 3,663 $ 10,389 $ 10,065 ======== ======== ========= ========= NET INCOME PER SHARE $ 0.43 $ 0.41 $ 1.17 $ 1.14 ======== ======== ========= ========= AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 8,793 8,843 8,844 8,830 ======== ======== ========= =========
6 PRESS RELEASE Elcor Corporation Quarterly Results October 16, 1996 Add Five CONDENSED BALANCE SHEET (Unaudited, $ in thousands)
September 30, ASSETS 1996 1995 - ------ ---- ---- Cash and cash equivalents $ 2,775 $ 2,014 Receivables, net 47,301 31,673 Inventories 19,479 11,827 Deferred income taxes 2,691 2,066 Prepaid expenses and other 946 1,818 ---------- ---------- Total Current Assets 73,192 49,398 Property, plant equipment, net 117,898 75,056 Net assets of discontinued operations 2,988 7,175 Other assets 1,301 8,797 ---------- ---------- Total Assets $ 195,379 $ 140,426 ========== ========== September 30, LIABILITIES AND SHAREHOLDERS' EQUITY 1996 1995 - ------------------------------------- ---- ---- Accounts payable and accrued liabilities $ 29,144 $ 22,020 Current maturities on long-term debt 0 0 ---------- ---------- Total Current Liabilities 29,144 22,020 Long-term debt, net 51,900 17,200 Deferred income taxes 9,172 4,507 Shareholders' equity 105,163 96,699 ---------- ---------- Total Liabilities and Shareholders' Equity $ 195,379 $ 140,426 ========== ==========
7 PRESS RELEASE Elcor Corporation Quarterly results October 16, 1996 Add Six CONDENSED STATEMENT OF CASH FLOWS (Unaudited, $ in thousands)
For the Three Months Ended September 30, 1996 1995 -------- --------- CASH FLOWS FROM: OPERATING ACTIVITIES Net income $ 3,768 $ 3,663 Adjustments to net income Depreciation and amortization 1,915 775 Deferred income taxes 879 857 Changes in assets and liabilities Trade receivables (4,819) 1,237 Inventories 7,269 (126) Prepaid expenses and other 1,010 1,164 Accounts payable and accrued liabilities 550 573 -------- --------- Net cash from operations 10,572 8,143 -------- --------- INVESTING ACTIVITIES Additions to property, plant & equipment (9,599) (8,066) Other (39) (14) -------- --------- Net cash from investing activities (9,638) (8,080) -------- --------- FINANCING ACTIVITIES Long term borrowings, net (1,100) (1,200) Dividends on common stock (614) (524) Treasury stock transactions and other, net (189) (56) -------- --------- Net cash from financing activities (1,903) (1,780) -------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (969) (1,717) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3,744 3,731 -------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,775 $ 2,014 ======== =========
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