-----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, Gfx1wT7JItBvyUpc+QdFsc3uPKadf/mYAvuTN+Oq+WHrIVZRbIJtEVKX7yoRHfbf 9Tu1gTsLwjf/1zfY6PavyA== /in/edgar/work/20000815/0000950134-00-007146/0000950134-00-007146.txt : 20000922 0000950134-00-007146.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950134-00-007146 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000815 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELCOR CORP CENTRAL INDEX KEY: 0000032017 STANDARD INDUSTRIAL CLASSIFICATION: [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: 702666 BUSINESS ADDRESS: STREET 1: 14643 DALLAS PKWY STE 1000 STREET 2: WELLINGTON CTR CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9728510500 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 e8-k.txt 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 15, 2000 --------------- 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 Press Release On August 14, 2000, the company issued a press release containing "forward-looking statements" that involve risks and uncertainties about its prospects for the future. The statements that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements usually are accompanied by words such as "outlook," "believe," "estimate," "plan," "project," "expect," "anticipate," "predict," "could," "should," "may," or similar words that convey the uncertainty of future events or outcomes. These statements are based on judgments the company believes are reasonable; however, Elcor's actual results could differ materially from those discussed here. Such risks and uncertainties include, but are not limited to, the following: 1. The company's roofing products business is substantially non-cyclical, but can be affected by weather, 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/or transportation costs from price increases of its products, operating results could be adversely affected and/or lower than projected. 3. The company plans to continue its significant expansion plan over the next several years, including the construction of new facilities. 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. 1 3 4. Certain facilities of the company's electronics manufacturing services and 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 trade dress litigation against GAF Building Materials Corporation and certain affiliates, and its defense of purported class action lawsuits, 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. Although the company currently anticipates that most of its needs for new capital in the near future will be met with internally generated funds or borrowings under its available credit facilities, significant increases in interest rates could substantially affect its borrowing costs under its existing loan facility, or its cost of alternative sources of capital. 7. Each of the company's businesses, especially Cybershield's digital wireless cellular phone 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, or if its customers' plans and/or markets should change significantly. 8. Although the company insures itself against physical loss to its manufacturing facilities, including business interruption losses, natural or other disasters and accidents, including but not limited to fire, earthquake, damaging winds and explosions, operating results could be adversely affected if any of its manufacturing facilities became inoperable for an extended period of time due to such events. 9. Each of the company's businesses is actively involved in the development of new products, processes and services which are expected to contribute to the company's ongoing long-term growth and earnings. If such development activities are not successful, or the company cannot provide the requisite financial and other resources to successfully commercialize such developments, the growth of future sales and earnings may be adversely affected. Parties are cautioned not to rely on any such forward-looking beliefs or judgments in making investment decisions. 2 4 Reference is made to the company's Annual Report on Form 10-K for the year ended June 30, 1999, for further information about risks and uncertainties. Item 7. Exhibits 27.1 Financial Data Schedule 99.1 Press release dated August 14, 2000 of Elcor Corporation. 3 5 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 15, 2000 /s/ Richard J. Rosebery --------------- ----------------------- Richard J. Rosebery Vice Chairman, Chief Financial and Administrative Officer /s/ Leonard R. Harral ------------------------ Leonard R. Harral Vice President and Chief Accounting Officer 6 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 27.1 Financial Data Schedule 99.1 Press release dated August 14, 2000 of Elcor Corporation.
EX-27.1 2 ex27-1.txt FINANCIAL DATA SCHEDULE
5 YEAR JUN-30-2000 JUL-01-1999 JUN-30-2000 4,702 0 72,675 963 40,965 124,513 279,028 83,924 322,574 48,287 91,300 0 0 19,988 141,916 322,574 350,275 350,275 262,517 302,216 0 0 1,355 48,189 18,257 29,932 0 0 0 29,932 1.53 1.49
EX-99.1 3 ex99-1.txt PRESS RELEASE 1 EXHIBIT 99.1 Press Release dated August 14, 2000 of Elcor Corporation. 2 [ELCOR CORPORATION LETTERHEAD] PRESS RELEASE TRADED: NYSE FOR IMMEDIATE RELEASE SYMBOL: ELK FOR FURTHER INFORMATION: Richard J. Rosebery Harold R. Beattie Vice Chairman, Chief Financial Vice President-Finance and Administrative Officer and Treasurer (972) 851-0510 (972) 851-0523 ELCOR REPORTS RECORD FISCAL 2000 OPERATING RESULTS; CYBERSHIELD AWARDED 5 NEW PHONE PROJECTS; NEW MYERSTOWN PLANT ON SCHEDULE; FOURTH QUARTER RESULTS IMPACTED BY SLOWER DEMAND AND HIGHER ASPHALT RAW MATERIAL COSTS DALLAS, TEXAS, August 14, 2000 . . . . Elcor Corporation today reported record results for its fiscal year ending June 30, 2000, with income before a change in accounting principle increasing 18% on a 10% increase in sales. For the fourth quarter ending June 30, 2000, net income and sales were 22% and 9% lower than the record year-ago quarter, primarily due to slower demand and escalating asphalt raw material costs. Harold K. Work, Chairman, President and Chief Executive Officer, said, "Fiscal 2000 results reflect growing demand and profits in our core roofing products business and our rapidly growing electronics manufacturing services business. We are significantly expanding manufacturing capacity for both of these businesses, which should enable us to keep pace with strong growth in the years ahead. Our fourth quarter sales were lower than the record year-ago quarter as demand slackened following a 33% increase in third quarter roofing products sales. Lower fourth quarter net income also reflected higher asphalt raw material costs, as well as consolidation expenses for Chromium Corporation. In effect, our roofing products customers significantly increased shingle purchases during the March quarter before scheduled price increases, thereby improving our third quarter results at the expense of the fourth quarter," he said. OPERATING RESULTS For the fiscal year ending June 30, 2000, income before a change in accounting principle rose 18% to $29.9 million, or $1.49 per diluted share, from $25.3 million, or $1.27 per diluted share, last year. Net Income rose 43% to $29.9 million, or $1.49 per diluted share, from $20.9 million, or $1.05 per diluted share, last year. Sales rose 10% to $350.3 million from $317.9 million in fiscal 1999. /more 3 PRESS RELEASE Elcor Corporation Quarterly Results August 14, 2000 Page 2 For the fiscal year ending June 30, 2000, roofing products' operating profits rose 17.7% to $53,024,000 on a 9.5% gain in sales to $305,396,000; electronics manufacturing services' operating profits rose 44.9% to $4,904,000 on a 49.4% gain in sales to $33,420,000; and industrial products incurred a $4,653,000 operating loss on 31.3% lower sales of $11,300,000. For the fourth quarter ending June 30, 2000, net income of $6.2 million, or $.31 per diluted share, was 22% lower than $8.0 million, or $.40 per diluted share, in the year-ago quarter. Sales of $82.3 million were 9% lower than $90.1 million last year. CYBERSHIELD AWARDED FIVE NEW WIRELESS DIGITAL CELLULAR PHONE PROJECTS During the last four months, Cybershield has been awarded a total of five new digital wireless cellular models by three of the nation's four largest telecommunications handset manufacturers. Production ramp-ups on one new model will begin in the September quarter for each of these three major manufacturers, with the other two models ramping up into production as the year progresses. In addition, other significant awards appear likely as the year progresses. New model production, along with ongoing production of other phone models for each of the nation's four largest digital handset manufacturers, is expected to generate strong year-over-year gains in sales and operating profit by the first half of calendar 2001. NEW MYERSTOWN SHINGLE PLANT IS SCHEDULED TO COMMENCE PRODUCTION BY THE DECEMBER QUARTER OF CALENDAR 2000 Mr. Work said, "Construction of Elk's new $75 million premium laminated asphalt shingle plant in Myerstown, Pennsylvania is nearing completion. The 415,000 square foot plant is being constructed on a 125-acre greenfield plant site. Myerstown is on schedule to commence limited production of laminated shingles by the December quarter of calendar 2000. With Myerstown, Elk will be in a strong position to supply the rapidly growing demand for laminated shingles in the nation's eastern and north central markets in 2001. "Industry shipments of premium laminated shingles rose 17.7% in 1999, following growth of 17.0% in 1998. The new Myerstown plant will increase Elk's laminated shingle capacity by about 38% and will provide Elk with the capacity needed to keep up with this rapid growth in demand," he said. FINANCIAL POSITION STRONG Elcor continues to maintain a strong financial position. For fiscal 2000, return on average invested capital was 14.4% and return on average shareholder's equity was 20.3%. Strong cash flows from operations of $45.0 million and a $28.3 million increase in debt funded $67.5 million of net capital investments and $5.3 million of dividends and net treasury stock repurchases. At June 30, 2000, the company had $91.3 million of total debt, $161.9 million of shareholders' equity and $253.2 million of total capital. Total debt /more 4 PRESS RELEASE Elcor Corporation Quarterly Results August 14, 2000 Page 3 represented 1.6x EBITDA (earnings before interest, taxes, depreciation and amortization) and 36.1% of total capital. OUTLOOK Mr. Work said, "Over the past five years, Elcor has achieved compound annual growth rates in sales and diluted earnings per share of 17% and 24%, respectively. While we expect a continuation of strong sales growth in fiscal 2001, growth in earnings per share will be more difficult to achieve as a result of the current year challenges being faced by our Roofing Products segment. By June 30, 2000, asphalt prices had increased 50% year-over-year with most of the increase occurring during the second half of the fiscal year. We currently expect that our asphalt costs in fiscal 2001 could be as much as $13 million higher than in fiscal 2000. In addition, initial operating losses during commissioning of the new Myerstown shingle plant of $3 million to $5 million and the absence of fiscal 2000's nonrecurring business interruption insurance claim operating income of $3.5 million, will also contribute to probable lower year-over-year operating profits in fiscal 2001 for our roofing products segment. As a result, roofing products' level of operating profits in fiscal 2001 will, in large part, be determined by our success in realizing product price increases during the year, which is presently difficult to predict. Currently, there is considerable pressure on pricing in the market, which is restricting our ability to realize previous price increases. Looking beyond the current industry challenges, which we view as temporary, we expect that the 38% capacity increase provided by our new Myerstown shingle plant should significantly increase earnings in fiscal 2002 and beyond. "Cybershield is well positioned to significantly exceed the prior year's operating results in fiscal 2001, with its sales being distributed over a much more diversified customer base. One of Cybershield's top priorities in fiscal 2001 is the establishment of a European presence - a market significantly larger than Cybershield's current market (the Americas). Over the next five years, industry sources predict a 25% - 30% compound annual growth rate in the worldwide production of cellular handsets and other wireless devices that require shielding solutions and other value-added services. Through international expansion and a trend toward increased Cybershield content per unit, opportunities exist for Cybershield's growth to significantly exceed that of the underlying worldwide wireless handset market. "Fiscal 2001 results should also benefit from our Industrial Products segment's return to profitable operations as Chromium resolves difficulties relating to the consolidation of its manufacturing facilities and Ortloff Engineers sees increased activity in the market for its proprietary technology and consulting services. "While it presently appears that fiscal 2001 will be a challenging year, looking ahead to the longer term, we believe the investments we have made and are continuing to make provide /more 5 PRESS RELEASE Elcor Corporation Quarterly Results August 14, 2000 Page 4 Elcor with the potential to achieve high growth rates in sales and earnings in the years beyond," he concluded. 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. The statements that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements usually are accompanied by words such as "outlook," "believe," "estimate," "potential," "project," "expect," "anticipate," "plan," "predict," "could," "should," "may," or similar words that convey the uncertainty of future events or outcomes. These statements are based on judgments the company believes are reasonable; however, 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 10-K for the fiscal year ended June 30, 1999, Forms 10-Q for the fiscal 2000 quarters ending September 30, 1999, December 31, 1999, and March 31, 2000, and its Form 8-K dated August 15, 2000. - - - - - - - - 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; Myerstown, Pennsylvania; Dallas and Ennis, Texas. Its electronic manufacturing services facilities are located in Canton, Georgia; Dallas and Lufkin, Texas; and its industrial products facilities are located in Cleveland, Ohio and Midland, Texas. 6 PRESS RELEASE Elcor Corporation Quarterly Results August 14, 2000 Page 5
CONDENSED RESULTS OF OPERATIONS ($ in thousands) Unaudited Audited Three Months Ended Fiscal Year Ended June 30, June 30, 2000 1999 2000 1999 --------- --------- --------- --------- SALES $ 82,302 $ 90,072 $ 350,275 $ 317,874 --------- --------- --------- --------- COSTS AND EXPENSES: Cost of sales 61,494 67,164 262,517 236,670 Selling, general & administrative 10,347 10,717 39,699 39,699 Interest expense and other, net 402 507 1,162 1,975 Gain from involuntary conversion 0 0 (1,292) 0 --------- --------- --------- --------- Total Costs and Expenses 72,243 78,388 302,086 278,344 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES 10,059 11,684 48,189 39,530 Provision for income taxes 3,818 3,720 18,257 14,247 --------- --------- --------- --------- INCOME BEFORE CHANGE IN ACCOUNTING PRINCIPLE 6,241 7,964 29,932 25,283 Cumulative effect of change in accounting principle(a) 0 0 0 (4,340) --------- --------- --------- --------- NET INCOME $ 6,241 $ 7,964 $ 29,932 $ 20,943 ========= ========= ========= ========= INCOME PER COMMON SHARE-BASIC: Before change in accounting principle $ 0.32 $ 0.41 $ 1.53 $ 1.29 Cumulative effect of change in accounting principle(a) 0.00 0.00 0.00 (0.22) --------- --------- --------- --------- Net Income Per Share-Basic $ 0.32 $ 0.41 $ 1.53 $ 1.07 ========= ========= ========= ========= INCOME PER COMMON SHARE-DILUTED: Before change in accounting principle $ 0.31 $ 0.40 $ 1.49 $ 1.27 Cumulative effect of change in accounting principle 0.00 0.00 0.00 (0.22) --------- --------- --------- --------- Net Income Per Share-Diluted $ 0.31 $ 0.40 $ 1.49 $ 1.05 ========= ========= ========= ========= AVERAGE COMMON SHARES OUTSTANDING Basic 19,615 19,514 19,577 19,546 ========= ========= ========= ========= Diluted 20,087 20,035 20,086 19,964 ========= ========= ========= =========
(a) Represents cumulative effect of applying AICPA AcSec Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities." 7 PRESS RELEASE Elcor Corporation Quarterly Results August 14, 2000 Page 6
CONDENSED BALANCE SHEET (Audited, $ in thousands) June 30, ASSETS 2000 1999 -------- -------- Cash and cash equivalents $ 4,702 $ 4,186 Receivables, net 71,712 72,866 Inventories 40,965 25,770 Deferred income taxes 2,822 2,111 Prepaid expenses and other 4,312 8,352 -------- -------- Total Current Assets 124,513 113,285 Property, plant and equipment, net 195,104 135,720 Other assets 2,957 3,177 -------- -------- Total Assets $322,574 $252,182 ======== ========
June 30, LIABILITIES AND SHAREHOLDERS' EQUITY 2000 1999 -------- -------- Accounts payable and accrued liabilities $ 48,287 $ 33,884 Current maturities on long-term debt 0 0 -------- -------- Total Current Liabilities 48,287 33,884 Long-term debt, net 91,300 63,000 Deferred income taxes 21,083 18,047 Shareholders' equity 161,904 137,251 -------- -------- Total Liabilities and Shareholders' Equity $322,574 $252,182 ======== ========
8 PRESS RELEASE Elcor Corporation Quarterly Results August 14, 2000 Page 7
CONDENSED STATEMENT OF CASH FLOWS (Audited, $ in thousands) For the Year Ended June 30, 2000 1999 -------- -------- CASH FLOWS FROM: OPERATING ACTIVITIES Net income $ 29,932 $ 20,943 Adjustments to net income Depreciation and amortization 10,671 9,285 Deferred income taxes 2,325 2,283 Gain from involuntary conversion (1,292) 0 Cumulative effect of accounting change 0 4,340 Changes in assets and liabilities: Trade receivables 1,154 (15,420) Inventories (15,195) 3,375 Prepaid expenses and other 3,022 (6,552) Accounts payable and accrued liabilities 14,403 5,137 -------- -------- Net cash from operations 45,020 23,391 -------- -------- INVESTING ACTIVITIES Additions to property, plant & equipment (70,091) (30,048) Acquisition of business, net of cash 0 (5,588) Insurance proceeds from involuntary conversion 2,310 5,687 Other 256 152 -------- -------- Net cash from investing activities (67,525) (29,797) -------- -------- FINANCING ACTIVITIES Long-term borrowings, net 28,300 15,000 Dividends on common stock (3,923) (3,705) Treasury stock transactions and other, net (1,356) (5,943) -------- -------- Net cash from financing activities 23,021 5,352 -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 516 (1,054) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 4,186 5,240 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,702 $ 4,186 ======== ========
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