-----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, MO0bzaMs2may/9aLIFlaj0dQfWo6QbGRYG9zm1NoJ+OmP/0mZhSm4gIs1Zz6M3nq eF9NM+iLxeTOFWeXMHkErg== 0000950134-98-007083.txt : 19980819 0000950134-98-007083.hdr.sgml : 19980819 ACCESSION NUMBER: 0000950134-98-007083 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980818 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980818 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: SEC FILE NUMBER: 001-05341 FILM NUMBER: 98693411 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 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) August 18, 1998 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 August 18, 1998, 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. The above press release contains "forward-looking statements" about its prospects for the future, and from time to time the company may make others. 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. Further, changes in building codes and other standards from time to time can cause changes in demand, or increases in costs that may not be passed through to customers. 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. During fiscal 1997, the company completed the construction of a plant at the company's Ennis, Texas facility to manufacture nonwoven fiberglass roofing mats and other mats for a variety of industrial uses. The company also expects to make up to $100 million in new investments to expand capacity and improve productivity at existing plants and to build new plants over the next three years. Progress in achieving anticipated operating efficiencies and financial results is difficult to predict for new plant facilities. If such progress is slower than anticipated, if substantial cost overruns occur in building new plants, or if demand for products produced at new plants does not meet current expectations, operating results could be adversely affected. 2 3 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. 5. The company's litigation, including its patent infringement suits against GAF Building Materials Corporation and certain affiliates, is subject to inherent and case-specific uncertainty. The outcome of such litigation depends on numerous interrelated factors, many of which cannot be predicted. 6. Even with fully developed action and contingency plans for Year 2000 readiness, it is possible that the company will not achieve full internal readiness. Further, the company's business may be adversely affected by external Year 2000 disruption that the company is not in position to control, including but not limited to potential disruptions in power and other energy supplies, telecommunications or other infrastructure, potential disruptions in transportation and the supply of raw materials, and potential disruptions in financial and banking systems. Year 2000 problems therefore could result in unanticipated expenses or liabilities, production or disruption delays or other adverse effects on the company. 7. Although the company currently anticipates that most of its needs for new capital in the near future will be met with internally generated funds, significant increases in interest rates could substantially affect its borrowing costs under its existing loan facility, or its cost of alternative sources of capital. 8. Each of the company's businesses, especially its conductive coatings division's business, is subject to the risks of technological changes that could affect the demand for or the relative cost of the company's products and services, or the method and profitability of the method of distribution or delivery of such products and services. In addition, the company's businesses each could suffer significant setbacks in revenues and operating income if it lost one or more of its largest customers. 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, 1997, and its Quarterly Reports on Form 10-Q for the quarters ended 9/30/97, 12/31/97 and 3/31/98 for further information about risks and uncertainties. Item 7. Exhibits - ---------------- 99.1 Press release dated August 18, 1998 of Elcor Corporation. 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: August 18, 1998 /s/ Richard J. Rosebery ------------------ ------------------------------------- Richard J. Rosebery Vice Chairman, Chief Financial and Administrative Officer, and Treasurer /s/ Leonard R. Harral ------------------------------------- Leonard R. Harral Vice President and Chief Accounting Officer 4 5 INDEX TO EXHIBITS EXHIBIT NUMBER EXHIBIT - ------- ------- 99.1 Press Release dated August 18, 1998 of Elcor Corporation EX-99.1 2 PRESS RELEASE DATED AUGUST 18, 1998 1 EXHIBIT 99.1 FOR FURTHER INFORMATION: TRADED: NYSE SYMBOL: ELK Richard J. Rosebery, Executive Vice President and Chief Financial Officer (972) 851-0510 PRESS RELEASE FOR IMMEDIATE RELEASE ELCOR REPORTS SHARPLY HIGHER SALES AND EARNINGS FOR ITS FOURTH QUARTER AND FISCAL 1998; BOTH PERIODS ARE RECORDS; EXPECTS CONTINUING STRONG GROWTH IN FISCAL 1999 AND BEYOND DALLAS, TEXAS, August 18, 1998 . . . . Elcor Corporation today reported record results for both the fourth quarter and fiscal year ending June 30, 1998. Fourth quarter earnings rose 84% on a 27% gain in sales, while fiscal year earnings rose 49% on a 16% gain in sales from the same periods in fiscal 1997. Harold K. Work, Chairman, President and Chief Executive Officer, said, "Sharply higher fourth quarter and fiscal year results were spearheaded by record shipments of our Roofing Products segment's Elk Prestique(R) premium laminated fiberglass asphalt shingles and record sales and earnings for our Industrial Products segment. Growing demand for Elk Prestique products and nonwoven fiberglass mats, along with rapidly accelerating demand for our Conductive Coatings Division's products used in digital wireless cellular phones, should contribute to strong sales and earnings growth in fiscal 1999." /more 2 PRESS RELEASE Elcor Corporation Quarterly Results August 18, 1998 Add One OPERATING RESULTS For the fourth quarter ending June 30, 1998, sales rose 27% to $74,472,000 from $58,464,000 last year. Net income rose 84% to $6,613,000, or $.49 per diluted share, from $3,587,000, or $.27 per diluted share, in the year-ago quarter. For the fiscal year ending June 30, 1998, sales rose 16% to $268,178,000 from $230,756,000 in fiscal 1997. Net income rose 49% to $18,324,000, or $1.36 per diluted share, from $12,276,000, or $.92 per diluted share, last year. In fiscal 1998, the company changed its method of accounting for inventories from the last-in, first-out (LIFO) method to first-in, first-out (FIFO) method. In accordance with Accounting Principle Board Opinion No. 20, prior year fourth quarter and fiscal year results and inventories have been restated to reflect this accounting change which reduced net income by $726,000, or $.06 per diluted share, in the fourth quarter of fiscal 1997. In addition, prior years' earnings per share have been adjusted for a 3-for-2 stock split in November 1997. FINANCIAL POSITION During fiscal 1998, strong cash flows from operations funded a $10.1 million expansion in working capital; $12.6 million of net investments; increased dividends and a stock buy back plan; plus a $4.6 million reduction in long-term debt. At June 30, 1998, the company had $48 million in long-term debt, $126 million of shareholders' equity, and $174 million of total capital. Long-term /more 3 PRESS RELEASE Elcor Corporation Quarterly Results August 18, 1998 Add Two debt as a percent of total capital declined to 28% from 32%, and the current ratio improved to 3.5:1 from 3.0:1 last year. OUTLOOK Mr. Work said, "In the last three years, we have brought into production two major new roofing manufacturing facilities costing over $100 million to provide the capabilities to substantially increase sales and earnings in the years ahead. In addition, we are planning to invest up to $100 million over the next three years to expand capacity and improve productivity at existing plants and to build new plants in both our Roofing Products and Industrial Products segments to keep pace with rapidly growing demand in markets where we have leadership positions. These present and future investments will also support the introduction of new products and services which provide superior value for our customers and earn premium pricing versus the competition. "Presently, we look for growing demand for our patented Enhanced High Definition and Raised Profile Prestique premium laminated fiberglass asphalt shingles and for our industrial products to substantially boost fiscal 1999 sales and earnings. We expect these gains to be characterized by greater growth in our seasonally stronger first and fourth quarters. Looking ahead to the longer term, we believe the investments we have made and are continuing to make provide Elcor with the potential to more than double earnings over the next three years and to continue strong growth in the new millennium," Work concluded. /more 4 PRESS RELEASE Elcor Corporation Quarterly Results August 18, 1998 Add Three SAFE HARBOR PROVISIONS In accordance with the 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, transportation costs, 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 8-K dated August 18, 1998. ---------- 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 August 18, 1998 Add Four CONDENSED RESULTS OF OPERATIONS (a) ($ in thousands)
Unaudited Audited Three Months Ended Fiscal Year Ended June 30, June 30, 1998 1997 1998 1997 -------- -------- -------- -------- SALES $ 74,472 $ 58,464 $268,178 $230,756 -------- -------- -------- -------- COSTS AND EXPENSES: Cost of sales 54,700 44,268 202,627 179,381 Selling, general & administrative 9,516 7,783 34,962 30,969 Interest expense and other, net 244 674 2,131 921 -------- -------- -------- -------- Total Costs and Expenses 64,460 52,725 239,720 211,271 -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 10,012 5,739 28,458 19,485 Provision for income taxes 3,399 2,152 10,134 7,209 -------- -------- -------- -------- NET INCOME $ 6,613 $ 3,587 $ 18,324 $ 12,276 ======== ======== ======== ======== NET INCOME PER SHARE (b) Basic $ 0.50 $ 0.27 $ 1.38 $ 0.93 ======== ======== ======== ======== Diluted $ 0.49 $ 0.27 $ 1.36 $ 0.92 ======== ======== ======== ======== AVERAGE COMMON SHARES OUTSTANDING (b) Basic 13,281 13,192 13,245 13,175 ======== ======== ======== ======== Diluted 13,553 13,408 13,513 13,306 ======== ======== ======== ========
(a) Appropriate fiscal 1997 amounts have been restated for a change in accounting for inventories adopted in fiscal 1998. (b) References to number of shares and per share information have been adjusted for a three-for-two stock split in November 1997. 6 PRESS RELEASE Elcor Corporation Quarterly Results August 18, 1998 Add Five CONDENSED BALANCE SHEETS (a) (Audited, $ in thousands)
June 30, ASSETS 1998 1997 -------- -------- Cash and cash equivalents $ 5,240 $ 3,601 Receivables, net 56,450 43,178 Inventories 28,822 32,206 Deferred income taxes 2,228 2,935 Prepaid expenses and other 1,789 3,572 -------- -------- Total Current Assets 94,529 85,492 Property, plant and equipment, net 120,732 117,467 Other assets 1,783 3,490 -------- -------- Total Assets $217,044 $206,449 ======== ========
June 30, LIABILITIES AND SHAREHOLDERS' EQUITY 1998 1997 -------- -------- Accounts payable & accrued liabilities $ 27,207 $ 28,285 Current maturities on long-term debt 0 0 -------- -------- Total Current Liabilities 27,207 28,285 Long-term debt 48,000 52,600 Deferred income taxes 15,881 13,578 Shareholders' equity 125,956 111,986 -------- -------- Total Liabilities and Shareholders' Equity $217,044 $206,449 ======== ========
(a) Appropriate fiscal 1997 amounts have been restated for a change in accounting for inventories adopted in fiscal 1998. 7 PRESS RELEASE Elcor Corporation Quarterly Results August 18, 1998 Add Six CONDENSED STATEMENT OF CASH FLOWS(a) (Audited, $ in thousands)
Fiscal Year Ended June 30, 1998 1997 -------- -------- CASH FLOWS FROM: OPERATING ACTIVITIES Net income $ 18,324 $ 12,276 Adjustment to net income Depreciation and amortization 11,056 8,664 Deferred income taxes 3,010 5,042 Changes in assets and liabilities: Trade receivables (13,272) (696) Inventories 3,384 (5,527) Prepaid expenses and other 1,783 (1,616) Accounts payable and accrued liabilities (1,078) (309) -------- -------- Net cash from operating activities 23,207 17,834 -------- -------- INVESTING ACTIVITIES Additions to property, plant & equipment (14,288) (15,896) Other 1,674 739 -------- -------- Net cash from investing activities (12,614) (15,157) -------- -------- FINANCING ACTIVITIES Long-term borrowings (4,600) (400) Dividends on common stock (3,175) (2,462) Treasury stock transactions and other, net (1,179) 42 -------- -------- Net cash from financing activities (8,954) (2,820) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,639 (143) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3,601 3,744 -------- -------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 5,240 $ 3,601 ======== ========
(a) Appropriate fiscal 1997 amounts have been restated for a change in accounting for inventories adopted in fiscal 1998. -----END PRIVACY-ENHANCED MESSAGE-----